Common use of Procedures for Claims Between the Parties Clause in Contracts

Procedures for Claims Between the Parties. If a claim (a ----------------------------------------- "Claim") is to be made by the party claiming indemnification (the "Claimant") against the other party (the "Indemnifying Party"), the Claimant shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Claimant becomes aware of the facts, condition or event that gave rise to Losses for which indemnification is sought under this Section ------- 12, provided that in no event shall such notice be effective if given after the -- date that is six (6) months after the Closing Date. Following receipt of the Claim Notice from the Claimant, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period to the validity and amount of such Claim, then, subject to the provisions of Section 12.5, the Indemnifying Party ------------ shall pay to the Claimant the amount of such Claim. If the Claimant and the Indemnifying Party do not agree within said period, the Claimant may seek appropriate legal remedy.

Procedures for Claims Between the Parties. If a claim (a ----------------------------------------- "Claim") is to be made by the party claiming indemnification (the "Claimant") against the other party (the "Indemnifying Party"), the Claimant shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Claimant becomes aware of the facts, condition or event that gave rise to Losses for which indemnification is sought under this Section ------- 12ss.8, provided that in no event shall such notice be effective if given after the -- date that is six twelve (612) months after the Closing Date. Following receipt of the Claim Notice from the Claimant, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period to the validity and amount of such Claim, then, subject to the provisions of Section 12.5ss.8(f), the Indemnifying Party ------------ shall pay to the Claimant the amount of such Claim. If the Claimant and the Indemnifying Party do not agree within said period, the Claimant may seek appropriate legal remedy.

Procedures for Claims Between the Parties. If a claim (a ----------------------------------------- "Claim") ----------------------------------------- is to be made by the party claiming indemnification (the "Claimant") against the other party (the "Indemnifying Party"), the Claimant shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Claimant becomes aware of the facts, condition or event that gave rise to Losses for which indemnification is sought under this Section ------- 12, provided that in no ---------- event shall such notice be effective if given after the -- date that is six (6) months after the Closing Date. Following receipt of the Claim Notice from the Claimant, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period to the validity and amount of such Claim, then, subject to the provisions of Section 12.5, the Indemnifying Party ------------ shall pay to the ------------ Claimant the amount of such Claim. If the Claimant and the Indemnifying Party do not agree within said period, the Claimant may seek appropriate legal remedy.

Procedures for Claims Between the Parties. If a claim (a ----------------------------------------- "Claim") is to be made by the party claiming indemnification (the "Claimant") against the other party (the "Indemnifying Party"), the Claimant shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Claimant becomes aware of the facts, condition or event that gave which may give rise to Losses for which indemnification is may be sought under this Section ------- 12, provided that 11. The Claim Notice shall specify in no event shall such notice be effective if given after reasonable detail the -- date that is six (6) months after nature and ---------- extent of the Closing DateClaim. Following receipt of the Claim Notice from the Claimant, the Indemnifying Party shall have thirty (30) calendar days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable; provided, however, that if Claimant reasonably determines that it -------- ------- will be materially prejudiced by affording the Indemnifying Party such period of time for investigation, the Claimant shall so notify the Indemnifying Party and the Indemnifying Party and the Claimant shall agree promptly on the appropriate period of time for such investigation. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon period or extension thereof) to the validity and amount of such Claim, then, subject to the provisions of Section 12.5, the Indemnifying Party ------------ shall pay promptly to the Claimant the agreed upon amount of such Claim. If the Claimant and the Indemnifying Party do not agree within said periodperiod (or any mutually agreed upon period or extension thereof), the Claimant may seek appropriate legal remedy.remedy subject to this Section 11. ----------

Procedures for Claims Between the Parties. If a claim (a ----------------------------------------- "Claim") is to be made by the party claiming indemnification (the "Claimant") against the other party (the "Indemnifying Party"), the Claimant shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Claimant becomes aware of the facts, condition or event that gave rise to Losses for which indemnification is sought under this Section ------- 12Article VI, provided that in no event shall such notice be effective if given after expiration of the -- date that is six (6) months after the Closing Dateapplicable survival period in Section 6.06. Following receipt of the Claim Notice from the Claimant, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period to the validity and amount of such Claim, then, subject to the provisions of Section 12.5, the Indemnifying Party ------------ shall pay to the Claimant the amount of such Claim. If the Claimant and the Indemnifying Party do not agree within said period, the Claimant may seek appropriate legal remedy.