Procedure for Non-Third Party Claims. If Purchaser or Sellers wish to make a claim for indemnity under Section 9.1 or Section 9.2, as applicable, and the claim does not arise out of a third party notification which makes the provisions of Section 9.3 applicable, the party desiring indemnification ("Indemnified Party") shall deliver to the parties from which indemnification is sought ("Indemnifying Party") a written demand for indemnification ("Indemnification Demand"). The Indemnification Demand shall state: (a) the amount of losses, damages or expenses which the Indemnified Party has incurred or has suffered or is expected to incur or suffer to which the Indemnified Party is entitled to indemnification pursuant to Section 9.1 or Section 9.2, as applicable; and (b) the nature of the event or occurrence which entitles the Indemnified Party to receive payment under Section 9.1 or Section 9.2, as applicable. If the Indemnifying Party wishes to object to an Indemnification Demand, the Indemnifying Party must send written notice to the Indemnified Party stating the objections and the grounds for the objections ("Indemnification Objection"). If no Indemnification Objection is sent within forty-five (45) days after the Indemnification Demand is sent, the Indemnifying Party shall be deemed to have acknowledged the correctness of the claim or claims specified in the Indemnification Demand and shall pay the full amount claimed in the Indemnification Demand within sixty (60) days of the day the Indemnification Demand is dated. If for any reason the Indemnifying Party does not pay the amounts claimed in the Indemnification Demand, within sixty days of the Indemnification Demand's date, the Indemnified Party may institute legal proceedings to enforce payment of the indemnification claim contained in the Indemnification Demand and any other claim for indemnification that the Indemnified Party may have.
Procedure for Non-Third Party Claims. With respect to any claim for indemnification under this Agreement which does not result from a Third Party Claim, the Indemnitor shall have a period of thirty (30) days after receipt of notice from the Indemnitee within which to respond to the Indemnitee. If the Indemnitor does not respond within the thirty (30) day period, the Indemnitor shall be deemed to have accepted responsibility to make payment, and shall have no further right to contest the validity of the claim. If the Indemnitor does respond within the thirty (30) day period and rejects the claim in whole or in part, the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee under applicable law.
Procedure for Non-Third Party Claims. If Purchaser or any ------------------------------------ Seller wishes to make a claim for indemnity under Section 9.1 or Section 9.2, as applicable, and the claim does not arise out of a
Procedure for Non-Third Party Claims. Claims for indemnification hereunder other than a Third Party Claim (as hereinafter defined) shall be resolved in the manner provided in Article 8 .
Procedure for Non-Third Party Claims. If an Indemnified Party asserts the existence of an Indemnifiable Claim (excluding claims resulting from the assertion of Liability by third parties), it shall give written notice to the Indemnifying Party specifying each provision of this Agreement under which the claim is made and the nature and amount of the claim (or a good faith estimated amount) asserted.
Procedure for Non-Third Party Claims. Procedure For Third Party Claims.
Procedure for Non-Third Party Claims. If Eastern or any ------------------------------------ Seller wishes to make a claim for indemnity under Section 9.1 or Section 9.2, as applicable, and the claim does not arise out of a third party notification which makes the provisions of Section 9.3 applicable, the party desiring indemnification ("Indemnified Party") shall deliver to the party from which indemnification
Procedure for Non-Third Party Claims. With respect to any claim for indemnification hereunder which does not result from a Third Party Claim, the Indemnitor shall have a period of thirty (30) days after receipt of notice from the Indemnitee within which to respond to the Indemnitee. If the Indemnitor does not respond within the thirty (30) days period or responds within such period and rejects the claim in whole or in part, the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee under applicable law.
Procedure for Non-Third Party Claims. With respect to any claim for indemnification hereunder other than a Third Party Claim (as defined below), the party or parties receiving such claim shall have twenty (20) business days from receipt of written notice of such claim 29 30 within which to respond. If the party receiving such claim does not respond within such twenty (20) business day period, the party receiving such claim shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such claim. If the party receiving such claim notifies the party making the claim within such twenty (20) business day period that it rejects such claim in whole or in part, the party making the claim shall be free to pursue such remedies as may be available to it under applicable law.
Procedure for Non-Third Party Claims. Any Losses and related claims for indemnification by a Party pursuant to this Agreement that are not deemed to be Third Party Claims, including any fact, circumstance, act or omission that could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article IX, shall be noticed by the Indemnified Party to the Indemnifying Party as soon as practicable (but in no event later than ten Business Days after receiving actual notice of or otherwise acquiring actual knowledge of any such, fact, circumstance, act or omission; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that the Indemnifying Party may have hereunder with respect to any such Losses and related claims, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. Any such notice shall describe in reasonable detail the nature of the Loss and the related claim, including the facts, circumstances, acts or omissions that give rise or may give rise to such Loss. Upon receipt of any such notice, the Indemnifying Party shall notify the Indemnified Party as to whether the Indemnifying Party accepts liability for any such Loss and related claim. In the event that the provisions of Section 5.4 (with respect to Tax matters) conflict with the provisions of this Section 9.3, the provisions of Section 5.4 shall govern.
