Common use of Procedures for Direct Claims Clause in Contracts

Procedures for Direct Claims. (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to the contrary, the Xxxxx Xxxxxx Indemnified Parties and the Company Indemnified Parties shall bear their own costs, including counsel fees and expenses, incurred in connection with direct claims for indemnification against Xxxxx Xxxxxx or the Company, respectively, hereunder that are not based upon Third-Party Claims (“Direct Claims”). The Direct Claim shall be final and binding upon the Indemnifying Party unless the Indemnifying Party provides a written response to such Direct Claim no later than the forty-fifth (45th) day after its receipt of a Claim Notice with respect to a Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its representatives to investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to the Xxxxx Xxxxxx Contributed Business’s premises and personnel and the right to inspect and copy any accounts, documents, records or other information) as the Indemnifying Party or any of its representatives may reasonably request.

Procedures for Direct Claims. (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to If the contrary, the Xxxxx Xxxxxx Indemnified Parties and the Company Indemnified Parties shall bear their own costs, including counsel fees and expenses, incurred in connection with direct claims claim for indemnification against Xxxxx Xxxxxx relates to a claim or the Company, respectively, hereunder that are demand which is not based upon a Third-Party Claims Claim (a “Direct ClaimsClaim”) such claim shall be asserted by the Indemnified Party by giving the Indemnifying Party written notice as required by Section 9(a). The Direct Claim shall be final and binding upon the Indemnifying Party unless the Indemnifying Party provides a written response to such Direct Claim no later than the forty-fifth (45th) day shall have 30 days after its receipt of a Claim Notice with respect such notice to a respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its representatives professional advisors to investigate the matter or circumstance alleged to have given give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by making available giving such reasonably requested information and assistance (including reasonable access to the Xxxxx Xxxxxx Contributed BusinessCompany’s premises and personnel and the right to inspect examine and copy any accounts, documents, records documents or other informationrecords) as the Indemnifying Party or any of its representatives professional advisors may reasonably request.. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. Any Direct Claim that relates to Taxes shall be governed by the procedures set forth in Section 11, which shall prevail in the event of any conflict with the provisions of this Section 9(c). (d)

Procedures for Direct Claims. (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to the contrary, the Xxxxx Xxxxxx Indemnified Parties Buyer Indemnitees and the Company Indemnified Parties Seller Indemnitees shall bear their own costs, including counsel fees and expenses, incurred in connection with direct claims for indemnification against Xxxxx Xxxxxx the Buyer or the CompanySeller, respectively, hereunder that are not based upon Third-Party Claims (“Direct Claims”). The Direct Claim shall be final and binding upon the Indemnifying Party unless the Indemnifying Party provides a written response to such Direct Claim no later than the forty-fifth (45th) day shall have 60 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 so respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such Direct Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. The Indemnified Party shall allow the Indemnifying Party and its representatives to investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to the Xxxxx Xxxxxx Contributed Business’s premises and personnel of the Acquired Entities and the right to inspect and copy any accounts, documents, records or other information) of the Acquired Entities as the Indemnifying Party or any of its representatives may reasonably request.

Procedures for Direct Claims. (a) Except as otherwise may be ordered by a court of competent jurisdiction and notwithstanding anything herein to the contrary, the Xxxxx Xxxxxx Indemnified Parties and the Company Indemnified Parties an Indemnifying Party shall bear their its own costs, including counsel fees and expenses, incurred in connection with direct claims for indemnification against Xxxxx Xxxxxx by the Buyers or the CompanySellers, respectively, hereunder under this Agreement that are not based upon Third-Third Party Claims (“Direct Claims”). The Direct Claim shall be final and binding upon the Indemnifying Party unless the Indemnifying Party provides a written response to such Direct Claim no later than the shall have forty-fifth five (45th45) day 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 so respond within such forty-five (45)-day period, the Indemnifying Party shall be deemed to have accepted such Direct Claim, in which case the Indemnifying Party is obligated to pay the Indemnified Party for all losses incurred in connection with such Direct Claims. The Indemnified Party shall allow the Indemnifying Party and its representatives Representatives to investigate the matter or circumstance alleged to have given rise to the Direct Claim, and whether whether, and to what extent extent, any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by making available such reasonably requested information and assistance (including reasonable access to the Xxxxx Xxxxxx Contributed Business’s premises and Manufacturing Facilities during normal business hours, relevant personnel and the right to inspect and copy any accounts, documents, records or other information) of the Dutch Entity and the Assets as the Indemnifying Party or any of its representatives Representatives may reasonably request.