Common use of Procedures for Direct Claims Clause in Contracts

Procedures for Direct Claims. In the event any Indemnified Person should have a claim for indemnity against any Indemnifying Person that does not involve a Third Party Claim, the Indemnified Person shall deliver notice of such claim with reasonable promptness to the Indemnifying Person. The failure by any Indemnified Person to so notify the Indemnifying Person shall not relieve the 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 a breach of a representation or warranty must be delivered prior to the expiration of the applicable Survival Period for such representation or warranty under Section 8.6. If the Indemnifying Person does not notify the Indemnified Person within 60 calendar days following its receipt of such notice that the Indemnifying Person disputes its Liability to the Indemnified Person under this Article 8, or the amount thereof, the claim specified by the Indemnified Person in such notice shall be conclusively deemed a Liability of the Indemnifying Person under this Article 8, and the Indemnifying Person shall pay the amount of such Liability to the Indemnified Person 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 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 Indemnified Person Indemnitee should have a claim for indemnity against any Indemnifying Person 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”), the Indemnified Person Indemnitee shall deliver notice of such claim with reasonable promptness Direct Claim to the Indemnifying PersonIndemnitor, 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 Indemnified Person Indemnitee to so notify the Indemnifying Person deliver such notice shall not relieve the Indemnifying Person from any Liability Indemnitor of its obligations hereunder except to the extent (and only to the extent) that it may have to the Indemnitor is actually prejudiced by 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 failure. Each notice of a breach of a representation Direct Claim shall set forth: (i) the specific representation, warranty, covenant or warranty must be delivered prior agreement alleged to have been breached; (ii) the expiration nature and amount of the applicable Survival Period for claim asserted, together with sufficient facts relating thereto so that the Indemnitor may reasonably evaluate such representation claim; and (iii) a calculation or warranty under Section 8.6good 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 Indemnifying Person Indemnitor does not notify the Indemnified Person Indemnitee within 60 calendar 30 days following its receipt of such notice that the Indemnifying Person Indemnitor disputes its Liability liability to the Indemnified Person under this Article 8Indemnitee (such notice on behalf of the Target Stockholders to come from the Stockholder Representative), or the amount thereof, the claim such Direct Claim specified by the Indemnified Person Indemnitee in such notice shall be conclusively deemed a Liability liability of the Indemnifying Person under this Article 8, such Indemnitor and the Indemnifying Person Indemnitor shall pay the amount of such Liability liability to the Indemnified Person on demand orIndemnitee within ten (10) days after the expiration of such 30-day period, in the case of any notice in which the amount of the claim Direct Claim (or any portion of the claimthereof) is estimated, on such later date when the amount of such claim Direct Claim (or such portion of such claimthereof) 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 Indemnified Person should have a claim for indemnity against any Indemnifying Person that does not involve a Third Third-Party Claim, the Indemnified Person shall deliver notice of such claim with reasonable promptness to the Indemnifying Person. The failure by any Indemnified Person to so notify the Indemnifying Person shall not relieve the Indemnifying Person from any Liability 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 a breach of a representation or warranty must be delivered prior to the expiration of the applicable Survival Period survival period for such representation or warranty under Section 8.6. If the Indemnifying Person does not notify the Indemnified Person within 60 sixty (60) calendar days following its receipt of such notice that the Indemnifying Person disputes its Liability liability to the Indemnified Person under this Article Section 8, or the amount thereof, the claim specified by the Indemnified Person in such notice shall be conclusively deemed a Liability liability of the Indemnifying Person under this Article Section 8, and the Indemnifying Person shall pay the amount of such Liability liability to the Indemnified Person 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 Person has timely disputed its Liability 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 Buyer and Sellers and then by litigation, to the extent such dispute is not so resolved. Buyers Buyer may set off any amount to which it is entitled to under this Article 8, and provided such amount is finally determined by a court of competent jurisdiction or mutual agreement with the Seller Representative, Section 8 against amounts otherwise payable to Sellers after the Closing.

Procedures for Direct Claims. In the event any Indemnified Person Indemnitee should have a claim for indemnity against any Indemnifying Person Indemnitor under this Agreement that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnitee (a “Direct Claim” and together with a Third Party Claim, each a “Claim”), the Indemnified Person Indemnitee shall deliver written notice (the “Direct Claim Notice”) of such claim with reasonable promptness Direct Claim to the Indemnifying PersonIndemnitor, in the case of a request for indemnification by the Shareholders, such notice to be delivered to the Shareholder Representative on behalf of the Shareholders. The failure by any Indemnified Person to so notify the Indemnifying Person deliver such notice shall not relieve the Indemnifying Person from any Liability Indemnitor of its obligations hereunder except to the extent (and only to the extent) that it may the Indemnitor is actually and materially prejudiced by such failure or such failure shall have increased indemnification obligation hereunder. The Direct Claim Notice shall set forth, to such Indemnified Person the best of the Indemnitee’s knowledge, all facts and other information with respect to any claim made pursuant to Sections 8.2 the claim, including without limitation the anticipated Losses or 8.3 and in accordance with this Section 8.8, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the applicable Survival Period for such representation or warranty under Section 8.6reasonable estimate thereof. If the Indemnifying Person Indemnitor does not notify the Indemnified Person Indemnitee within 60 30 calendar days following its receipt of the Direct Claim Notice that the Indemnitor disputes its liability to the Indemnitee (such notice that on behalf of the Indemnifying Person disputes its Liability Shareholders to come from the Indemnified Person under this Article 8Shareholder Representative), or the amount thereof, the claim such Direct Claim specified by the Indemnified Person Indemnitee in such notice shall be conclusively deemed a Liability liability of the Indemnifying Person under this Article 8, such Indemnitor and the Indemnifying Person Indemnitor shall pay the amount of such Liability liability to the Indemnified Person Indemnitee on demand or, in the case of any notice in which the amount of the claim Direct Claim (or any portion of the claimthereof) is estimated, on such later date when the amount of such claim Direct Claim (or such portion of such claimthereof) 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 Indemnified Person should have a claim for indemnity against any Indemnifying Person that does not involve a Third Party Claim, the Indemnified Person shall deliver notice of such claim with reasonable promptness to the Indemnifying Person. The failure by any Indemnified Person to so notify the Indemnifying Person shall not relieve the 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 a breach Breach of a representation or warranty must be delivered prior to the expiration of the applicable Survival Period for such representation or warranty under Section 8.6. If the Indemnifying Person does not notify the Indemnified Person within 60 calendar days following its receipt of such notice that the Indemnifying Person disputes its Liability to the Indemnified Person under this Article Section 8, or the amount thereof, the claim specified by the Indemnified Person in such notice shall be conclusively deemed a Liability of the Indemnifying Person under this Article Section 8, and the Indemnifying Person shall pay cause the amount of such Liability to the Indemnified Person on demand or, be paid 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 determinedaccordance 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 Buyers Buyer and Sellers Seller 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.