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 11, provided that, except to the extent permitted by Section 10, in no event shall such notice be effective if given after the date that is 18 months after the Closing Date. Following receipt of the Claim Notice from the Claimant, the indemnifying Party shall have 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 30 day period to the validity and amount of such Claim, 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 in accordance with the provisions of Section 13.1. Seller's obligation for any indemnifiable Loss shall, to the extent the Escrow Agent holds cash sufficient to satisfy Seller's obligation in respect thereof, be satisfied pursuant to the procedures established in the Escrow Agreement.

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 may give rise to Losses for which indemnification is may be sought under this Section 11, provided that, except to the extent permitted by Section 10, in no event shall such notice be effective if given after the date that is 18 months after the Closing Date3. Following --------- receipt of the Claim Notice from the Claimant, the indemnifying Indemnifying Party shall have 30 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 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 30 thirty (30) day period (or any mutually agreed upon period or extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall pay promptly to the Claimant the full 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 in accordance with the provisions of Section 13.1. Seller's obligation for any indemnifiable Loss shall, to the extent the Escrow Agent holds cash sufficient to satisfy Seller's obligation in respect thereof, be satisfied pursuant to the procedures established in the Escrow Agreementremedy.

Procedures for Claims Between the Parties. If a claim for Losses (a "Claim") is to be made by the party Party claiming indemnification (the "Claimant") against the other party 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 event of default, facts, condition or event that gave may give rise to Losses for which a right of indemnification is sought under this Section 11against the Indemnifying Party, provided that, that no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent permitted by Section 10, in no event shall the Indemnifying Party has suffered actual prejudice because of such notice be effective if given after the date that is 18 months after the Closing Datefailure). Following receipt of the Claim Notice (which shall specify in reasonable detail the basis of the Claim) from the Claimant, the indemnifying Indemnifying Party shall have 30 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 30 thirty (30) day period to the validity and amount of such Claim, then, subject to the provisions of Section 12.22, the Indemnifying Party shall pay to the Claimant the amount of such ClaimClaim within five (5) days after such agreement (the "Due Date"). If the Claimant and the Indemnifying Party do not agree within said period, Parties shall resolve such matter pursuant to Section 12.11 hereof. After the amount of such Claim is finally determined, the Indemnified Party shall pay any amount owing to the Claimant may seek appropriate legal remedy in accordance with for such Claim, plus interest on such amount for each day from the provisions of Section 13.1. Seller's obligation for any indemnifiable Loss shall, Due Date at a rate per annum equal to the extent the Escrow Agent holds cash sufficient to satisfy Seller's obligation in respect thereof, be satisfied pursuant to the procedures established "Prime Rate" set forth in the Escrow Agreement."Money Rates" table of the Wall Street Journal on the Due Date plus two percent (2%). -------------------

Procedures for Claims Between the Parties. If a claim for Losses (a "ClaimCLAIM") is to be made by the party claiming indemnification (the "ClaimantCLAIMANT") against the other party (the "Indemnifying PartyINDEMNIFYING PARTY"), the Claimant shall give written notice (a "Claim NoticeCLAIM NOTICE") to the Indemnifying Party as soon as practicable after the Claimant becomes aware of the event of default, facts, condition or event that gave may give rise to Losses for which a right of indemnification is sought under this Section 11against the Indemnifying Party, provided that, that no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent permitted by Section 10, in no event shall the Indemnifying Party has suffered actual prejudice because of such notice be effective if given after the date that is 18 months after the Closing Datefailure). Following receipt of the Claim Notice from the Claimant, the indemnifying Indemnifying Party shall have 30 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 30 thirty (30) day period to the validity and amount of such Claim, then, subject to the provisions of Section 7.05, 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 in accordance with the provisions of Section 13.1. Seller's obligation for any indemnifiable Loss shall, to the extent the Escrow Agent holds cash sufficient to satisfy Seller's obligation in respect thereof, be satisfied pursuant to the procedures established in the Escrow AgreementSection 10.13 hereof.