Common use of Procedures for Direct Claims Clause in Contracts

Procedures for Direct Claims. In the event any Indemnitee should have a claim under this Agreement that does not involve a Third-Party Claim (a “Direct Claim” and together with a Third-Party Claim, each a “Claim”), the Indemnitee shall deliver notice of such Direct Claim to the Indemnitor, in the case of a request for indemnification by the Target Stockholders, such notice to be delivered to the Stockholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IX. The failure by any Indemnitee to deliver such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent (and only to the extent) that the Indemnitor is actually prejudiced by such failure. Each notice of a Direct Claim shall set forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such claim; and (iii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnitee believes it is entitled in connection with the claim. If the Indemnitor does not notify the Indemnitee within 30 days following its receipt of such notice that the Indemnitor disputes its liability to the Indemnitee (such notice on behalf of the Target Stockholders to come from the Stockholder Representative), such Direct Claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of such Indemnitor and the Indemnitor shall pay the amount of such liability to the Indemnitee within ten (10) days after the expiration of such 30-day period, in the case of any notice in which the amount of the Direct Claim (or any portion thereof) is estimated, on such later date when the amount of such Direct Claim (or such portion thereof) becomes finally determined.

Procedures for Direct Claims. In the event any Indemnitee Indemnified Party should have a claim under this Agreement for indemnity against any Indemnifying Party that does not involve a Third-Party Claim (a “Direct Claim” and together with a Third-Third Party Claim, each a “Claim”), the Indemnitee Indemnified Party shall deliver notice of such Direct Claim claim with reasonable promptness to the Indemnitor, in the case of a request for indemnification by the Target Stockholders, such notice to be delivered to the Stockholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IXRepresentative. The failure by any Indemnitee Indemnified Party so to deliver such notice notify the Representative shall not relieve the Indemnitor Indemnifying Parties from any liability that they may have to such Indemnified Party with respect to any claim made pursuant to this Section 11.04, it being understood that notices for claims in respect of its obligations hereunder a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 11.01, except to the extent (and only to the extent) that the Indemnitor is such failure shall actually prejudiced by such failure. Each notice of a Direct Claim shall set forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such claim; and (iii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnitee believes it is entitled in connection with the claimprejudice an Indemnifying Party. If the Indemnitor Representative does not notify the Indemnitee Indemnified Party within 30 thirty calendar days following its receipt of such notice that the Indemnitor Representative disputes its the Indemnifying Parties’ liability to the Indemnitee (such notice on behalf of Indemnified Party under this Article, or the Target Stockholders to come from amount thereof, the Stockholder Representative), such Direct Claim claim specified by the Indemnitee Indemnified Party in such notice shall be conclusively deemed a liability of such Indemnitor the Indemnifying Party under this Article XI, and the Indemnitor Representative shall pay or cause to be paid the amount of such liability (which shall not exceed the total amount of Damages incurred by the Indemnified Party) to the Indemnitee within ten Indemnified Party on behalf of the Indemnifying Parties (10by authorizing a release of funds from the Escrow Fund or otherwise) days after the expiration of such 30-day periodon demand or, in the case of any notice in which the amount of the Direct Claim claim (or any portion thereofof the claim) is estimated, on such later date when the amount of such Direct Claim claim (or such portion thereofof such claim) becomes finally determined. If the Representative has timely disputed the liability of the Indemnifying Parties with respect to such claim as provided above, or the amount thereof, the Representative and the Indemnified Party shall resolve such dispute in accordance with Section 13.08.

Procedures for Direct Claims. In the event any Indemnitee Indemnified Person should have a claim under this Agreement for indemnity against any Indemnifying Person that does not involve a Third-Party Claim (a “Direct Claim” and together with a Third-Party Claim, each a “Claim”), the Indemnitee Indemnified Person shall deliver notice of such Direct Claim claim with reasonable promptness to the Indemnitor, in the case of a request for indemnification by the Target Stockholders, such notice to be delivered to the Stockholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IXIndemnifying Person. The failure by any Indemnitee Indemnified Person to deliver such notice so notify the Indemnifying Person shall not relieve the Indemnitor Indemnifying Person from any liability that it may have to such Indemnified Person with respect to any claim made pursuant to Sections 8.2 or 8.3 and in accordance with this Section 8.8, it being understood that notices for claims in respect of its obligations hereunder except a breach of a representation or warranty must be delivered prior to the extent (and only to the extent) that the Indemnitor is actually prejudiced by such failure. Each notice of a Direct Claim shall set forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount expiration of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate survival period for such claim; and (iii) a calculation representation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnitee believes it is entitled in connection with the claimwarranty under Section 8.6. If the Indemnitor Indemnifying Person does not notify the Indemnitee Indemnified Person within 30 sixty (60) calendar days following its receipt of such notice that the Indemnitor Indemnifying Person disputes its liability to the Indemnitee (such notice on behalf of Indemnified Person under this Section 8, or the Target Stockholders to come from amount thereof, the Stockholder Representative), such Direct Claim claim specified by the Indemnitee Indemnified Person in such notice shall be conclusively deemed a liability of such Indemnitor the Indemnifying Person under this Section 8, and the Indemnitor Indemnifying Person shall pay the amount of such liability to the Indemnitee within ten (10) days after the expiration of such 30-day periodIndemnified Person on demand or, in the case of any notice in which the amount of the Direct Claim claim (or any portion thereofof the claim) is estimated, on such later date when the amount of such Direct Claim claim (or such portion thereofof such claim) becomes finally determined. If the Indemnifying Person has timely disputed its liability with respect to such claim as provided above, or the amount thereof, the Indemnifying Person and the Indemnified Person shall resolve such dispute first by negotiation among Representatives of Buyer and Sellers and then by litigation, to the extent such dispute is not so resolved. Buyer may set off any amount to which it is entitled to under this Section 8 against amounts otherwise payable to Sellers after the Closing.

Procedures for Direct Claims. In the event any Indemnitee should have a claim against any Indemnitor under this Agreement that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such Indemnitee (a “Direct Claim” and together with a Third-Third Party Claim, each a “Claim”), the Indemnitee shall deliver written notice (the “Direct Claim Notice”) of such Direct Claim to the Indemnitor, in the case of a request for indemnification by the Target StockholdersShareholders, such notice to be delivered to the Stockholder Shareholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IXShareholders. The failure by any Indemnitee to deliver such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent (and only to the extent) that the Indemnitor is actually and materially prejudiced by such failurefailure or such failure shall have increased indemnification obligation hereunder. Each notice of a The Direct Claim Notice shall set forth: (i) , to the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount best of the claim assertedIndemnitee’s knowledge, together all facts and other information with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such claim; and (iii) a calculation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses respect to which the Indemnitee believes it is entitled in connection with the claim, including without limitation the anticipated Losses or a reasonable estimate thereof. If the Indemnitor does not notify the Indemnitee within 30 calendar days following its receipt of such notice the Direct Claim Notice that the Indemnitor disputes its liability to the Indemnitee (such notice on behalf of the Target Stockholders Shareholders to come from the Stockholder Shareholder Representative), such Direct Claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of such Indemnitor and the Indemnitor shall pay the amount of such liability to the Indemnitee within ten (10) days after the expiration of such 30-day periodon demand or, in the case of any notice in which the amount of the Direct Claim (or any portion thereof) is estimated, on such later date when the amount of such Direct Claim (or such portion thereof) becomes finally determined.

Procedures for Direct Claims. In the event any Indemnitee should have Indemnified Party determines to bring a claim under this Agreement that does not involve a Third-Third Party Claim (a “Direct Claim” and together with a Third-Party Claim, each a “Claim”)for indemnity against any Indemnifying Party, the Indemnitee Indemnified Party shall promptly deliver written notice of such Direct Claim claim to the IndemnitorIndemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, in and the case amount or estimated amount of a request for indemnification by the Target Stockholders, such notice Losses sought to be delivered recovered thereunder to the Stockholder Representative extent ascertainable (which estimate shall not be conclusive on behalf the final amount of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IXsuch claim). The failure by any Indemnitee Indemnified Party to deliver such notice notify the Indemnifying Party promptly shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder indemnification obligation except to the extent (and only 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 particular matter that does not involve a Third Party Claim if a written notice described in this Section 10.3 is not delivered to the extent) that Indemnifying Party prior to the Indemnitor is actually prejudiced by such failure. Each notice of a Direct Claim shall set forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount termination of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such claim; and (iii) applicable period described in Section 9.1. The Indemnifying Party shall have a calculation or good faith estimate, if such can be reasonably calculated, period of 15 Business Days following receipt of the aggregate Losses notice described in this Section 10.3 within which to which the Indemnitee believes it is entitled in connection with the respond to such claim. If the Indemnitor Indemnifying Party does not notify respond within such 15-Business Day period, the Indemnitee within 30 days following its receipt Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party rejects all or any part of such notice 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 Indemnitor disputes its liability foregoing shall not operate to limit any right of any Purchaser Indemnified Party to be indemnified under this Agreement for the Indemnitee (such notice on behalf of the Target Stockholders to come from the Stockholder Representative), such Direct Claim specified by the Indemnitee in such notice shall be conclusively deemed a liability of such Indemnitor and the Indemnitor shall pay the full amount of such liability lost profits damages with respect to the Indemnitee within ten (10) days after the expiration any breaches of such 30-day periodcovenant once a claim therefor has been properly asserted in compliance with this Section 10.3, in the case of any notice in which the amount of the Direct Claim (or any portion thereofobligation of Parent or Seller to indemnify the Purchaser Indemnified Parties with respect thereto, or (y) is estimatedfollowing the time at which any such claim has been properly asserted in compliance with this Section 10.3, on within six months after any such later date when the amount previous claim that seeks indemnification for lost profits damages for breach of such Direct Claim (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 under the terms of Article IX, under Applicable Law or such portion thereof) becomes finally determinedotherwise.

Procedures for Direct Claims. In the event any Indemnitee Indemnified Person should have a claim under this Agreement for indemnity against any Indemnifying Person that does not involve a Third-Party Claim (a “Direct Claim” and together with a Third-Third Party Claim, each a “Claim”), the Indemnitee Indemnified Person shall deliver notice of such Direct Claim claim with reasonable promptness to the Indemnitor, in the case of a request for indemnification by the Target Stockholders, such notice to be delivered to the Stockholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IXIndemnifying Person. The failure by any Indemnitee Indemnified Person to deliver such notice so notify the Indemnifying Person shall not relieve the Indemnitor Indemnifying Person from any Liability that it may have to such Indemnified Person with respect to any claim made pursuant to Sections 8.2 or 8.3 and in accordance with this Section 8.8, it being understood that notices for claims in respect of its obligations hereunder except a breach of a representation or warranty must be delivered prior to the extent (and only to the extent) that the Indemnitor is actually prejudiced by such failure. Each notice of a Direct Claim shall set forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount expiration of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate applicable Survival Period for such claim; and (iii) a calculation representation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnitee believes it is entitled in connection with the claimwarranty under Section 8.6. If the Indemnitor Indemnifying Person does not notify the Indemnitee Indemnified Person within 30 60 calendar days following its receipt of such notice that the Indemnitor Indemnifying Person disputes its liability Liability to the Indemnitee (such notice on behalf of Indemnified Person under this Article 8, or the Target Stockholders to come from amount thereof, the Stockholder Representative), such Direct Claim claim specified by the Indemnitee Indemnified Person in such notice shall be conclusively deemed a liability Liability of such Indemnitor the Indemnifying Person under this Article 8, and the Indemnitor Indemnifying Person shall pay the amount of such liability Liability to the Indemnitee within ten (10) days after the expiration of such 30-day periodIndemnified Person on demand or, in the case of any notice in which the amount of the Direct Claim claim (or any portion thereofof the claim) is estimated, on such later date when the amount of such Direct Claim claim (or such portion thereofof such claim) becomes finally determined. If the Indemnifying Person has timely disputed its Liability with respect to such claim as provided above, or the amount thereof, the Indemnifying Person and the Indemnified Person shall resolve such dispute first by negotiation among Representatives of Buyers and Sellers and then by litigation, to the extent such dispute is not so resolved. Buyers may set off any amount to which it is entitled under this Article 8, and provided such amount is finally determined by a court of competent jurisdiction or mutual agreement with the Seller Representative, against amounts otherwise payable to Sellers after the Closing.

Procedures for Direct Claims. In the event any Indemnitee should have If a claim under this Agreement for Losses (a “Claim”) is to be made by any Indemnified Party that does not involve a Third-third party, such Indemnified Party Claim shall give written notice to the Securityholder Representative (and, prior to the eighteen (18) month anniversary of the Closing Date, to the extent related to a “Direct Claim” and together with a Third-Party Claim, each a “Claim”claim for indemnification under Section 8.03(a), the Indemnitee shall deliver notice of such Direct Escrow Agent) if the Claim Notice is being given by a Buyer Indemnified Party and to the IndemnitorParent if the Claim Notice is being given by a Seller Indemnified Party, in the case of a request for indemnification by the Target Stockholders, such notice to be delivered to the Stockholder Representative on behalf of the Target Stockholderseach case, promptly after the Indemnitee such Indemnified Party becomes aware of any fact, condition or event which may give giving rise to Losses for which indemnification may be sought under this Article IX. The sought; provided that the failure by any Indemnitee to deliver such provide reasonably prompt notice shall not relieve the Indemnitor Indemnifying Party of its indemnification obligations hereunder hereunder, except to the extent (and only to the extent) that the Indemnitor Indemnifying Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Claim in reasonable detail, to the extent reasonably known and practicable at such failure. Each notice of a Direct Claim time, and shall set forth: (i) indicate the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such claim; and (iii) a calculation or good faith estimateestimated amount, if such can be reasonably calculatedpracticable, of the aggregate Losses to which Loss that has been or may be sustained by the Indemnitee believes it is entitled in connection with the claimIndemnified Party. If the Indemnitor does applicable Indemnifying Party (a) notifies the Indemnified Party that they do not notify dispute the Indemnitee Claim described in such notice or (b) fails to respond within 30 thirty (30) days following its receipt of such Claim, the Losses identified in the notice that the Indemnitor disputes its liability to the Indemnitee (such notice on behalf of the Target Stockholders to come from the Stockholder Representative), such Direct Claim specified by the Indemnitee in such notice shall will be conclusively deemed a liability of the Indemnifying Party pursuant to the provisions of this Article VIII. If the applicable Indemnifying Party notifies the Indemnified Party that it disputes its liability with respect to such Indemnitor and Claim or the Indemnitor shall pay the estimated amount of such liability to the Indemnitee Losses within ten thirty (1030) days after the expiration following receipt of such 30-day periodnotice, the parties shall attempt in the case of any notice in which the amount of the Direct Claim good faith to resolve such dispute; provided, that if such dispute has not been resolved within sixty (or any portion thereof60) is estimated, on such later date when the amount days following receipt of such Direct Claim (Notice, then the Indemnifying Party or such portion thereof) becomes finally determinedthe Indemnified Party may seek legal redress in accordance with Article XII.

Procedures for Direct Claims. In the event any Indemnitee Indemnified Person should have a claim under this Agreement for indemnity against any Indemnifying Person that does not involve a Third-Party Claim (a “Direct Claim” and together with a Third-Third Party Claim, each a “Claim”), the Indemnitee Indemnified Person shall deliver notice of such Direct Claim claim with reasonable promptness to the Indemnitor, in the case of a request for indemnification by the Target Stockholders, such notice to be delivered to the Stockholder Representative on behalf of the Target Stockholders, promptly after the Indemnitee becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IXIndemnifying Person. The failure by any Indemnitee Indemnified Person to deliver such notice so notify the Indemnifying Person shall not relieve the Indemnitor Indemnifying Person from any Liability that it may have to such Indemnified Person with respect to any claim made pursuant to Sections 8.2 or 8.3 and in accordance with this Section 8.8, it being understood that notices for claims in respect of its obligations hereunder except a Breach of a representation or warranty must be delivered prior to the extent (and only to the extent) that the Indemnitor is actually prejudiced by such failure. Each notice of a Direct Claim shall set forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached; (ii) the nature and amount expiration of the claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate Survival Period for such claim; and (iii) a calculation representation or good faith estimate, if such can be reasonably calculated, of the aggregate Losses to which the Indemnitee believes it is entitled in connection with the claimwarranty under Section 8.6. If the Indemnitor Indemnifying Person does not notify the Indemnitee Indemnified Person within 30 60 calendar days following its receipt of such notice that the Indemnitor Indemnifying Person disputes its liability Liability to the Indemnitee (such notice on behalf of Indemnified Person under this Section 8, or the Target Stockholders to come from amount thereof, the Stockholder Representative), such Direct Claim claim specified by the Indemnitee Indemnified Person in such notice shall be conclusively deemed a liability Liability of such Indemnitor the Indemnifying Person under this Section 8, and the Indemnitor Indemnifying Person shall pay cause the amount of such liability Liability to be paid in accordance with Section 8.2(b). If the Indemnifying Person has timely disputed its Liability with respect to such claim as provided above, or the amount thereof, the Indemnifying Person and the Indemnified Person shall resolve such dispute first by negotiation among Representatives of Buyer and Seller and then by litigation, to the Indemnitee within ten (10) days after the expiration of extent such 30-day period, in the case of any notice in which the amount of the Direct Claim (or any portion thereof) dispute is estimated, on such later date when the amount of such Direct Claim (or such portion thereof) becomes finally determinednot so resolved.