Common use of Procedure; Notice of Claims Clause in Contracts

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b), give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claim, and a reference to the provision of this Agreement, or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty (30) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to the Indemnified Party in immediately available funds or (ii) provide the Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). The Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IX. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the Claim in the Claim Notice.

Procedure; Notice of Claims. (a) Any indemnified party Upon the occurrence of any event that any of the Buyer Indemnified Parties or Seller Indemnified Parties (the each, an “Indemnified Party”) seeking asserts to be the basis for a claim for indemnification hereunder shallagainst Sellers or Buyer (as applicable, within the relevant limitation period provided for in Section 9.1(b), give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) under this Article 8 (a “Claim”), then the Indemnified Party shall give notice (a “Claim Notice”) describing to the Indemnifying Party thereof in reasonable detail the facts giving rise to any Claims for indemnification hereunder and shall include in such writing, which Claim Notice shall set forth (if then knowni) a particular description of the event or condition that is the basis for the Claim; and (ii) the amount or the method of computation of the amount of reasonably necessary to satisfy such Claim; provided, and however, that where the claim involves a reference to Third Party Claim (as hereinafter defined), the provision of this Agreement, or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought Indemnified Party shall be given promptly after notify the action or suit is commenced; Indemnifying Party thereof and provided further that failure to give no delay on the part of the Indemnified Party in notifying the Indemnifying Party in such notice promptly case shall not relieve the Indemnifying Party of its obligations hereunder from any obligation under this Agreement except to the extent it the Indemnifying Party is actually shall have been prejudiced by such failurethereby. (b) The If the Claim involves the claim of any third person (a “Third-Party Claim”), the Indemnifying Party shall have the right to assume and control the defense of the Third-Party Claim with counsel of its own choice reasonably satisfactory to the Indemnified Party, so long as the Indemnifying Party notifies the Indemnified Party of such defense in writing within thirty (30) days after the giving Indemnified Party has given notice of any the Third-Party Claim Notice pursuant hereto to and the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently; provided, however, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) In the case that the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 8.6(b): (i) agree the Indemnifying Party shall not consent to the amount entry of any judgment or method enter into any settlement with respect to the Third-Party Claim without the prior written consent of determination set forth in the Claim Notice and to pay such amount to the Indemnified Party in immediately available funds (not to be unreasonably withheld, delayed or conditioned), unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party, and (ii) provide the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). The Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation consent of the Indemnifying Party pursuant (not to be unreasonably withheld, delayed or conditioned). (d) In the provisions of this Article IX. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by event the Indemnifying Party does not assume and conduct the defense of its acquiescence the Third-Party Claim in accordance with Section 8.6(b), the Indemnified Party may defend against, and consent to the amount entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (and method of determination the Indemnified Party need not consult with or obtain any consent from the Indemnifying Party in connection therewith). (e) Whenever the Indemnified Party shall have given a Claim Notice to the Indemnifying Party that does not involve a Third-Party Claim and if the Indemnifying Party disputes such Claim, the Indemnified Party and the Indemnifying Party shall first attempt to resolve the Claim through a good faith discussion of the Claim for a period of thirty (30) days (the “Negotiation Period”). If such discussion does not result in a resolution acceptable to either the Claim NoticeIndemnified Party or the Indemnifying Party, then at the end of the Negotiation Period either party may resort to any remedies available in law or in equity in a court of competent jurisdiction, subject to any other terms of this Agreement concerning a party’s pursuit of such remedies.

Procedure; Notice of Claims. (a) Any indemnified party (the “"Indemnified Party”") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)7.1 above, give to the Party party obligated to provide indemnification to such Indemnified Party (the “"Indemnifying Party”") a notice (a “"Claim Notice”") describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty twenty (3020) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to the such Indemnified Party in immediately available funds (the "Dispute Settlement") or (ii) to provide the such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “"Dispute Notice”"). The Within a thirty (30) day period after the giving of the Dispute Notice or if no such notice is given, the expiration of the twenty (20) day period set forth above without a Dispute Settlement, a representative of each Indemnifying Party and such Indemnified Party shall negotiate in a bona fide attempt to resolve the matter without judicial intervention (the "Negotiation Period"). If, upon the expiration of the Negotiation Period, all of the Indemnified Party's claims in the Claim Notice are not resolved, the Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IX. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the Claim in the Claim Notice7.

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)9.1, give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate agreement or instrument document executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided that a Claim Notice in respect of any legal action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty (30) days after the giving of any Claim Notice pursuant hereto (the “Waiting Period”) to (i) agree to the amount or method of determination of the claim set forth in the Claim Notice and to pay the payment of such amount to the Indemnified Party in immediately available funds or (ii) provide the such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). The If the Indemnifying Party and the Indemnified Party are unable to reach an accord regarding all of the claims asserted in the Claim Notice within thirty (30) days after the Indemnified Party’s receipt of the Dispute Notice (the “Negotiation Period”), the Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IXIX subject to Section 11.5 of this Agreement. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the Claim claim in the Claim Notice.

Procedure; Notice of Claims. (ai) Any indemnified party (the “"Indemnified Party”") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)this Section, give to the Party party obligated to provide indemnification to such Indemnified Party (the “"Indemnifying Party”") a notice (a “"Claim Notice”") describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure. (bii) The Indemnifying Party shall have thirty twenty (3020) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to the such Indemnified Party in immediately available funds (the "Dispute Settlement") or (ii) to provide the such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “"Dispute Notice”"). The Within a thirty (30) day period after the giving of the Dispute Notice or if no such notice is given, the expiration of the twenty (20) day period set forth above without a Dispute Settlement, a representative of each Indemnifying Party and such Indemnified Party shall negotiate in a bona fide attempt to resolve the matter without judicial intervention (the "Negotiation Period"). If, upon the expiration of the Negotiation Period, all of the Indemnified Party's claims in the Claim Notice are not resolved, the Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IX. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the Claim in the Claim NoticeSection.

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)8.1, give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty (30) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to the such Indemnified Party in immediately available funds or (ii) provide the such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). The Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IX8. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the Claim claim in the Claim Notice.

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)8.1 above, give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty twenty (3020) days after the giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to the such Indemnified Party in immediately available funds (the “Dispute Settlement”) or (ii) to provide the such Indemnified Party with written notice that it disagrees (and the reasons therefor) with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). The Within a thirty (30) day period after the giving of the Dispute Notice or if no such notice is given, the expiration of the twenty (20) day period set forth above without a Dispute Settlement, a representative of each Indemnifying Party and such Indemnified Party shall negotiate in a bona fide attempt to resolve the matter without judicial intervention (the “Negotiation Period”). If, upon the expiration of the Negotiation Period, all of the Indemnified Party’s claims in the Claim Notice are not resolved, the Indemnified Party may commence at any time thereafter such legal action or proceedings as it deems appropriate to enforce the indemnification obligation of the Indemnifying Party pursuant to the provisions of this Article IX. The failure to file a Dispute Notice within the time permitted shall be deemed to constitute an acknowledgement by the Indemnifying Party of its acquiescence to the amount and method of determination of the Claim in the Claim NoticeVIII.