Common use of Procedures for Direct Claims Clause in Contracts

Procedures for Direct Claims. In the event any Indemnified Party should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 7.05 in the absence of material prejudice to the Indemnifying Party. The Indemnifying Party shall use best efforts to notify the Indemnified Party within 30 calendar days following its receipt of such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 7, the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation.

Procedures for Direct Claims. In the event any Indemnified Party should have determines to bring a claim for indemnity against any Indemnifying Party that does not involve a Third Party ClaimClaim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying PartyParty describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party from any liability that it may have of its indemnification obligation to the extent such Indemnified failure actually prejudices the Indemnifying Party with respect to any claim made pursuant to this Section 7.05 in the absence of material prejudice to the Indemnifying Partysuch claim. The Indemnifying Party shall use best efforts to notify the Indemnified Party within 30 calendar days have a period of 15 Business Days following its receipt of the notice described in this Section 9.4 within which to respond to such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7claim. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 7does not respond within such 15-Business Day period, the Indemnifying Party shall pay the amount of such liability will be deemed to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of have accepted such claim) becomes finally determined. If the Indemnifying Party has disputed rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its liability rights of indemnification under this Agreement with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationclaims.

Procedures for Direct Claims. In the event If any Indemnified Party should have has a claim for indemnity against any the Indemnifying Party under this Article XII that does not involve a Third Party Claim being asserted against such Indemnified Party (a “Direct Claim”), such Indemnified Party shall promptly deliver to the Indemnifying Party a written notice (a “Direct Claim Notice”) setting forth a description in reasonable detail of the nature of the Direct Claim, the basis for the Indemnified Party shall deliver notice Party’s request for indemnification under this Article XII and a reasonable estimate (if calculable) of any Losses suffered with respect to such claim with reasonable promptness to the Indemnifying PartyDirect Claim. The failure by any Indemnified Party to so deliver a Direct Claim Notice to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 7.05 in the absence of material prejudice its indemnification obligations hereunder, except only to the extent that the Indemnifying PartyParty is materially prejudiced by such failure. The Indemnifying Party shall use best efforts have 30 days from receipt of any such notice to notify give notice of dispute of the claim to the Indemnified Party. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party within 30 calendar days following its receipt and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such notice whether the Indemnifying Party disputes or accepts its liability matters and providing legal and business assistance with respect to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7such matters. If the Indemnifying Party accepts its liability disputes a Direct Claim, the Indemnified Party and Indemnifying Party shall attempt to resolve in good faith such dispute within 45 days of the Indemnifying Party delivering written notice to the Indemnified Party under this Article 7, the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determineddispute. If the Indemnifying Party has disputed its liability such dispute is not so resolved within such 45 day period, then either party may initiate an Action with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution subject matter of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationdispute.

Procedures for Direct Claims. In the event any Indemnified Party should have a claim for indemnity against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 7.05 9.05 in the absence of material prejudice to the Indemnifying Party. The Indemnifying Party shall use best efforts to notify the Indemnified Party within 30 calendar days following its receipt of such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 79; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 79. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 79, the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationlitigation in accordance with Section 11.08.

Procedures for Direct Claims. In the event any Indemnified Party should have determines to bring a claim for indemnity against any Indemnifying Party that does not involve a Third Party ClaimClaim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying PartyParty describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party from any liability that it may have of its indemnification obligation except to the extent such failure actually prejudices the Indemnifying Party with respect to such claim. The 114 Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party with respect to any claim made pursuant to particular matter that does not involve a Third Party Claim if a written notice described in this Section 7.05 in the absence of material prejudice 10.3 is not delivered to the Indemnifying PartyParty prior to the termination of the applicable period described in Section 9.1. The Indemnifying Party shall use best efforts to notify the Indemnified Party within 30 calendar days have a period of 15 Business Days following its receipt of the notice described in this Section 10.3 within which to respond to such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7claim. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 7does not respond within such 15-Business Day period, the Indemnifying Party shall pay the amount of such liability will be deemed to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of have accepted such claim) becomes finally determined. If the Indemnifying Party rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claims. Purchaser agrees that neither it nor any other Purchaser Indemnified Party will assert a claim under this Section 10.3 that seeks indemnification for lost profits damages for a breach of the covenant set forth in Section 5.14(a) (x) unless the claim would reasonably be expected to result, individually or in aggregate with other claims for lost profits damages for breach of such covenant, in lost profits damages to the Purchaser Indemnified Parties in excess of $2,500,000; provided that the foregoing shall not operate to limit any right of any Purchaser Indemnified Party to be indemnified under this Agreement for the full amount of such lost profits damages with respect to any breaches of such covenant once a claim therefor has disputed its liability been properly asserted in compliance with this Section 10.3, or any obligation of Parent or Seller to indemnify the Purchaser Indemnified Parties with respect thereto, or (y) following the time at which any such claim has been properly asserted in compliance with this Section 10.3, within six months after any such previous claim that seeks indemnification for lost profits damages for breach of such covenant was made by a Purchaser Indemnified Party hereunder, unless the delay by such Purchaser Indemnified Party until after such six month period would prejudice such Purchaser Indemnified Party with respect to such claim as provided aboveunder the terms of Article IX, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationunder Applicable Law or otherwise.

Procedures for Direct Claims. In the event any Indemnified Party should have determines to bring a claim for indemnity against any Indemnifying Party that does not involve a Third Party ClaimClaim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying PartyParty describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party from any liability that it may have of its indemnification obligation to the extent such Indemnified failure actually prejudices the Indemnifying Party with respect to any claim made pursuant to this Section 7.05 in the absence of material prejudice to the Indemnifying Partysuch claim. The Indemnifying Party shall use best efforts to notify the Indemnified Party within 30 calendar days have a period of 15 Business Days following its receipt of the notice described in this SECTION 9.4 within which to respond to such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7claim. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 7does not respond within such 15-Business Day period, the Indemnifying Party shall pay the amount of such liability will be deemed to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of have accepted such claim) becomes finally determined. If the Indemnifying Party has disputed rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its liability rights of indemnification under this Agreement with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationclaims.

Procedures for Direct Claims. In (a) Any direct claims for indemnification by the event any Buyer against the Seller or by the Seller against the Buyer hereunder that are not based upon Third-Party Claims (“Direct Claims”) shall be asserted by the Indemnified Party should have a claim for indemnity against any giving the Indemnifying Party that reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The Indemnifying Party shall thereafter have 30 days after its receipt of a Claim Notice with respect to a Direct Claim to respond in writing to such Direct Claim. If the Indemnifying Party does not involve a Third so respond within such 30-day period, the Indemnifying Party shall be deemed to have accepted and agreed in all respects to such Direct Claim, in which case the payment of all amounts owed by the Indemnifying Party with respect to such Direct Claim shall be payable to the Indemnified Party in accordance with Section 8.6(b). Should the Indemnifying Party object in writing to such Direct Claim within the 30-day period, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to notify allow the Indemnifying Party shall not relieve and its Representatives to investigate the Indemnifying Party from any liability that it may matter or circumstance alleged to have to such Indemnified Party with respect to any claim made pursuant to this Section 7.05 in the absence of material prejudice given rise to the Indemnifying Party. The Indemnifying Party shall use best efforts Direct Claim, and whether and to notify the Indemnified Party within 30 calendar days following its receipt of such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create what extent any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 7, the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, is payable in the case of any notice in which the amount respect of the claim (or any portion of the claim) is estimatedDirect Claim, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to negotiate a resolution the premises and personnel of such dispute andthe Seller and the right to inspect and copy any accounts, if not resolved through negotiationsdocuments, such dispute shall be resolved by litigationrecords or other information) of the Seller as the Indemnifying Party or any of its Representatives may reasonably request.

Procedures for Direct Claims. In the event any Indemnified Party should have shall form an intention to bring a claim for indemnity against any Indemnifying Party that does not involve a Third Party ClaimClaim for indemnity against any Indemnifying Party, the Indemnified Party shall deliver written notice of such claim with reasonable promptness to the Indemnifying PartyParty as promptly as practicable after forming such intention. Such notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party so to notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party from any liability that it may have of its indemnification obligation to the extent such failure or other action taken by the Indemnified Party with respect to any claim made pursuant to this Section 7.05 in the absence of material shall actually and materially prejudice to the Indemnifying Party. The , and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall use best efforts have no obligation whatsoever to notify the indemnify an Indemnified Party within 30 calendar days following its receipt of such if the written notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under described in this Article 7; provided, that the failure Section 10.4 is not received by the Indemnifying Party prior to so notify the termination of this Agreement pursuant to Article IX. If any Indemnified Party shall brings a claim that does not create involve a Third Party Claim for indemnity against any presumption that the Indemnifying Party has accepted its liability and that involves an application to any Governmental Authority or any other action to remediate the Indemnified Party under this Article 7. If the Indemnifying Party accepts its liability circumstances giving rise to the Indemnified Party under this Article 7such claim, the Indemnifying Party shall pay have the amount of right to control such liability application or other remedial action to the extent that such Indemnifying Party could reasonably be expected to be obligated to indemnify the Indemnified Party on demand orfor the costs associated with such application, in the case of any notice in which the amount of the claim (that might be payable as a consequence thereof, or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has disputed its liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationother remedial action.

Procedures for Direct Claims. In the event any Indemnified Party should have determines to bring a claim for indemnity against any Indemnifying Party that does not involve a Third Party ClaimClaim for indemnity against any Indemnifying Party, the Indemnified Party shall promptly deliver written notice of such claim with reasonable promptness to the Indemnifying PartyParty describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party so to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party from any liability that it may have of its indemnification obligation except to the extent such failure actually prejudices the Indemnifying Party with respect to such claim. The Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party with respect to any claim made pursuant to particular matter that does not involve a Third Party Claim if a written notice described in this Section 7.05 in the absence of material prejudice 10.3 is not delivered to the Indemnifying PartyParty prior to the termination of the applicable period described in Section 9.1. The Indemnifying Party shall use best efforts to notify the Indemnified Party within 30 calendar days have a period of 15 Business Days following its receipt of the notice described in this Section 10.3 within which to respond to such notice whether the Indemnifying Party disputes or accepts its liability to the Indemnified Party under this Article 7; provided, that the failure by the Indemnifying Party to so notify the Indemnified Party shall not create any presumption that the Indemnifying Party has accepted its liability to the Indemnified Party under this Article 7claim. If the Indemnifying Party accepts its liability to the Indemnified Party under this Article 7does not respond within such 15-Business Day period, the Indemnifying Party shall pay the amount of such liability will be deemed to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of have accepted such claim) becomes finally determined. If the Indemnifying Party rejects all or any part of such claim, the Indemnified Party shall be free to seek enforcement of its rights of indemnification under this Agreement with respect to such claims. Purchaser agrees that neither it nor any other Purchaser Indemnified Party will assert a claim under this Section 10.3 that seeks indemnification for lost profits damages for a breach of the covenant set forth in Section 5.14(a) (x) unless the claim would reasonably be expected to result, individually or in aggregate with other claims for lost profits damages for breach of such covenant, in lost profits damages to the Purchaser Indemnified Parties in excess of $2,500,000; provided that the foregoing shall not operate to limit any right of any Purchaser Indemnified Party to be indemnified under this Agreement for the full amount of such lost profits damages with respect to any breaches of such covenant once a claim therefor has disputed its liability been properly asserted in compliance with this Section 10.3, or any obligation of Parent or Seller to indemnify the Purchaser Indemnified Parties with respect thereto, or (y) following the time at which any such claim has been properly asserted in compliance with this Section 10.3, within six months after any such previous claim that seeks indemnification for lost profits damages for breach of such covenant was made by a Purchaser Indemnified Party hereunder, unless the delay by such Purchaser Indemnified Party until after such six month period would prejudice such Purchaser Indemnified Party with respect to such claim as provided aboveunder the terms of Article IX, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigationunder Applicable Law or otherwise.