Common use of Procedures for Indemnification of Direct Claims Clause in Contracts

Procedures for Indemnification of Direct Claims. If any claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 11.07 shall not relieve the Indemnifying Party of its obligations under this Article XI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide prompt notice. Such notice may be given by email or other electronic means. Such Indemnifying Party shall have a period of 21 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to provide indemnification with respect to such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XII.

Procedures for Indemnification of Direct Claims. If any claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 11.07 11.7 shall not relieve the Indemnifying Party of its obligations under this Article XI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide prompt notice. Such notice may be given by email or other electronic means. Such Indemnifying Party shall have a period of 21 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to provide indemnification with respect to such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XII.

Procedures for Indemnification of Direct Claims. If any Each claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding specifically claiming indemnification hereunder, which notice shall state the foregoingamount claimed, the failure if known, and method of any Indemnified Party to provide notice in accordance with this Section 11.07 computation thereof, and shall not relieve the Indemnifying Party of its obligations under this Article XI, except contain a reference to the extent that provisions of this Agreement in respect of which such Indemnifying Party right of indemnification is actually prejudiced claimed by such failure to provide prompt notice. Such notice may be given by email or other electronic meansIndemnified Party. Such Indemnifying Party shall have a period of 21 thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-day thirty (30)-day period, such Indemnifying Party shall be deemed to have refused accepted responsibility for the indemnification sought and shall have no further right to accept responsibility to provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIIXI.

Procedures for Indemnification of Direct Claims. If any Each claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding specifically claiming indemnification hereunder, which notice shall state the foregoingamount claimed, the failure if known, and method of any Indemnified Party to provide notice in accordance with this Section 11.07 computation thereof, and shall not relieve the Indemnifying Party of its obligations under this Article XI, except contain a reference to the extent that provisions of this Agreement in respect of which such Indemnifying Party right of indemnification is actually prejudiced claimed by such failure to provide prompt notice. Such notice may be given by email or other electronic meansIndemnified Party. Such Indemnifying Party shall have a period of 21 thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-thirty (30) day period, such Indemnifying Party shall be deemed to have refused accepted responsibility for the indemnification sought and shall have no further right to accept responsibility to provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIIXI.

Procedures for Indemnification of Direct Claims. If any Each claim for indemnification on account of an Expense or a Loss made directly by the Indemnitee against the Indemnifying Party that does not result from a Third-Party Claim is to shall be made directly asserted by the Indemnified Party against the Indemnifying Party, the Indemnified Party shall promptly after learning of such direct claim give written notice from the Indemnitee to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding specifically claiming indemnification hereunder, which notice shall state the foregoingamount claimed, the failure if known, and method of any Indemnified Party to provide notice in accordance with this Section 11.07 computation thereof, and shall not relieve the Indemnifying Party of its obligations under this Article XI, except contain a reference to the extent that provisions of this Agreement or the applicable Ancillary Agreement in respect of which such Indemnifying Party right of indemnification is actually prejudiced claimed by such failure to provide prompt notice. Such notice may be given by email or other electronic meansIndemnitee. Such Indemnifying Party shall have a period of 21 thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-day thirty (30)-day period, such Indemnifying Party shall be deemed to have refused accepted responsibility for the indemnification sought and shall have no further right to accept responsibility to provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party Indemnitee shall be free to pursue resolution as provided in Article XIIIV. Subject to Article VII, the Indemnitee shall make available to the Indemnifying Party all witnesses, all pertinent records, all materials, and all Information in the Indemnitee’s possession or under its control reasonably requested by the Indemnifying Party relating to a claim made pursuant to this Section 5.6.

Procedures for Indemnification of Direct Claims. If any Each claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding specifically claiming indemnification hereunder, which notice shall state the foregoingamount claimed, the failure if known, and method of any Indemnified Party to provide notice in accordance with this Section 11.07 computation thereof, and shall not relieve the Indemnifying Party of its obligations under this Article XI, except contain a reference to the extent that provisions of this Agreement in respect of which such Indemnifying Party right of indemnification is actually prejudiced claimed by such failure to provide prompt notice. Such notice may be given by email or other electronic meansIndemnified Party. Such Indemnifying Party shall have a period of 21 thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-day thirty (30)-day period, such Indemnifying Party shall be deemed to have refused accepted responsibility for the indemnification sought and shall have no further right to accept responsibility to provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XII.X.

Procedures for Indemnification of Direct Claims. If any Each claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party, Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party describing such claim in reasonable detail. Notwithstanding specifically claiming indemnification hereunder, which notice shall state the foregoingamount claimed, the failure if known, and method of any Indemnified Party to provide notice in accordance with this Section 11.07 computation thereof, and shall not relieve the Indemnifying Party of its obligations under this Article XI, except contain a reference to the extent that provisions of this Agreement in respect of which such Indemnifying Party right of indemnification is actually prejudiced claimed by such failure to provide prompt notice. Such notice may be given by email or other electronic meansIndemnified Party. Such Indemnifying Party shall have a period of 21 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 21-30 day period, such Indemnifying Party shall be deemed to have refused accepted responsibility for the indemnification sought and shall have no further right to accept responsibility to provide indemnification with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such 21-day period or does respond within such 21-30 day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIIXI.