Common use of PROCEDURES APPLICABLE TO INDEMNIFICATION CLAIMS Clause in Contracts

PROCEDURES APPLICABLE TO INDEMNIFICATION CLAIMS. To be effective, any claim for indemnification under this Section 13 by any of the Indemnified Parties must be made by a written notice (a "Notice of Claim") to Seller given in accordance with the provisions of Section 13.8 hereof. Upon receipt of a Notice of Claim, Seller shall have thirty (30) calendar days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to Buyer (a "Contest Notice"). Such Contest Notice shall specify the reasons or bases for the objection of Seller to the indemnification claim, and if the objection relates to the amount of the Buyer Liability asserted, such Contest Notice shall also set forth the amount, if any, which Seller believe is due the Indemnified Party or Parties. If a Contest Notice is not given to the Buyer within such 30-day period, the obligation of Seller to pay to the Indemnified Parties the amount of the Buyer Liability arising out of the matters set forth in the Notice of Claim shall be deemed established and accepted by Seller. If, on the other hand, Seller contests a Notice of Claim within such 30-day period, Buyer and the Seller shall thereafter attempt in good faith to resolve their dispute by agreement. If they are unable to so resolve their dispute within the thirty (30) days following the date the amount of the Buyer Liability has been established, such dispute shall be resolved by binding arbitration, as provided in subsection 16.8 below. The award of the arbitrator shall be final and

PROCEDURES APPLICABLE TO INDEMNIFICATION CLAIMS. To be effective, any claim for indemnification under this Section 13 VII by any of the Indemnified Parties must be made by a written notice (a "Notice of Claim") to Seller Respondent given in accordance with the provisions of Section 13.8 VII(d) hereof. Upon receipt of a Notice of Claim, Seller Respondent shall have thirty (30) calendar days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to Buyer Claimant (a "Contest Notice"). Such Contest Notice shall specify the reasons or bases for the objection of Seller Respondent to the indemnification claim, and if the objection relates to the amount of the Buyer Liability liability asserted, such Contest Notice shall also set forth the amount, if any, which Seller believe Respondent believes is due the Indemnified Party or PartiesClaimant. If a Contest Notice is not given to the Buyer Claimant within such 30-day period, the obligation of Seller Respondent to pay to the Indemnified Parties the amount of the Buyer Liability Claimant liability arising out of the matters set forth in the Notice of Claim shall be deemed established and accepted by SellerRespondent. If, on the other hand, Seller Respondent contests a Notice of Claim within such 30-day period, Buyer Claimant and the Seller Respondent shall thereafter attempt in good faith to resolve their dispute by agreement. If they are unable to so resolve their dispute within the thirty (30) days following days, the date parties may resort to any remedy they may have at law or in equity. Upon final determination of the amount of the Buyer Liability has been establishedClaimant liability that is the subject of an indemnification claim (whether such determination is the result of Respondent's acceptance of or failure to contest a Notice of Claim, or of a full and final resolution of any dispute with respect thereto by agreement of the parties or otherwise as determined by a court of competent jurisdiction), such dispute amount shall be resolved paid, in cash by binding arbitration, as provided in subsection 16.8 below. The award of Respondent to the arbitrator shall Indemnified Party or Parties who have been determined to be final andentitled thereto

PROCEDURES APPLICABLE TO INDEMNIFICATION CLAIMS. To be effective, any claim for indemnification under this Section 13 by any of the Buyer Indemnified Parties or Seller Indemnified Parties (an "Indemnified Party") must be made by a written notice (a "Notice of Claim") to Seller Buyer or Seller, as the case may be (the "Indemnifying Party") given in accordance with the provisions of Section 13.8 14.9 hereof. Upon receipt of a Notice of Claim, Seller the Indemnifying Party shall have thirty (30) calendar days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to Buyer the Indemnified Party (a "Contest Notice"). Such Contest Notice shall specify the reasons or bases for the objection of Seller the Indemnifying Party to the indemnification claim, and if the objection relates to the amount of the Buyer Liability asserted or Seller Liability asserted, as the case may be (the "Liability"), such Contest Notice shall also set forth the amount, if any, which Seller believe the Indemnifying Party believes is due the Indemnified Party or PartiesParty. If a Contest Notice is not given to the Buyer Indemnified Party within such 30-day period, the obligation of Seller the Indemnifying Party to pay to the Indemnified Parties Party the amount of the Buyer Liability arising out of the matters set forth in the Notice of Claim shall be deemed established and accepted by Sellerthe Indemnifying Party. If, on the other hand, Seller the Indemnifying Party contests a Notice of Claim within such 30-day period, Buyer the Indemnifying Party and the Seller Indemnified Party shall thereafter attempt in good faith to resolve their dispute by agreement. If they are unable to so resolve their dispute within the thirty (30) days following the date the amount of the Buyer Liability has been established, such dispute shall be resolved by binding arbitration, as provided in subsection 16.8 14.11 below. The award of the arbitrator shall be final andand binding on the parties and may be enforced in any court of competent jurisdiction. Upon final determination of the amount of the Liability that is the subject of an indemnification claim (whether such determination is the result of the Indemnifying Party's acceptance of or failure to contest a Notice of Claim, or of a resolution of any dispute with respect thereto by agreement of the parties or binding arbitration), such amount shall be paid, in cash by the Indemnifying Party to the Indemnified Party determined to be entitled thereto within ten (10) business days of such final determination of the amount of the Liability due by the Indemnifying Party. Notwithstanding anything to the contrary contained elsewhere in the Section 13, if Indemnifying Party is contesting only the amount of any Liability, then as a condition precedent to the effectiveness of any Contest Notice, Indemnifying Party shall pay to Indemnified Party concurrently with the delivery of such Contest Notice the portion of the Liability which is not contested. Any amount that becomes due hereunder and is not paid when due shall bear interest at a rate of ten percent (10%) per annum until paid.

PROCEDURES APPLICABLE TO INDEMNIFICATION CLAIMS. To be effective, any claim for indemnification under this Section 13 10 by any of the Indemnified Parties must be made by a written notice (a "Notice of Claim") to Seller given any of the Sellers delivered or sent in accordance with the provisions of manner set forth in Section 13.8 11.1 hereof. Upon receipt of a Notice of Claim, Seller the Sellers shall have thirty (30) calendar days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to Buyer (a "Contest Notice"). Such Contest Notice shall specify the reasons or bases for the objection of Seller the Sellers to the indemnification claim, and if the objection relates to the amount of the Buyer Liability asserted, such Contest Notice shall also set forth the amount, if any, which Seller the Sellers believe is due the Indemnified Party or Parties. If a Contest Notice is not given to the Buyer within such 30-day period, the obligation of Seller the Sellers to pay to the Indemnified Parties the amount of the Buyer Liability arising out of the matters set forth in the Notice of Claim shall be deemed established and accepted by Sellerthe Sellers. If, on the other hand, Seller any of the Sellers contests a Notice of Claim within such 30-day period, Buyer and the Seller Sellers shall thereafter attempt in good faith to resolve their dispute by agreement. If they are unable to so resolve their dispute within the thirty (30) days following the date the amount of the Buyer Liability has been established, such dispute shall be resolved by binding arbitration, as provided in subsection 16.8 below. The award of the arbitrator shall be final andSection 11.9