Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnified Party and the Indemnifying Party shall negotiate in good faith regarding the resolution of any disputed claims for Damages. Promptly following the final determination of the amount of any Damages claimed by the Indemnified Party, the Indemnifying Party shall pay such Damages to the Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party, without interest. In the event that the Indemnified Party is required to institute legal proceedings in order to recover Damages hereunder, the cost of such proceedings (including costs of investigation and reasonable attorneys' fees and disbursements) shall be added to the amount of Damages payable to the Indemnified Party.
Procedures for Inter-Party Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article XIV which is not a Third Party Claim and subject to Section 14.2, shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description of the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article XIV and a reasonable explanation of the basis therefore and a reasonable calculation of the Damages of the Claimed Amount, and (iii) a demand for payment in the amount of such Damages. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (A) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall either be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), provided that such amount shall be set off against the Stock Holdback Shares when Seller is the Indemnifying Party, (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall either be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), provided that such amount shall be set off against the Stock Holdback Shares when Seller is the Indemnifying Party, or (C) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within sixty (60) days following the delivery by the Indemnifying Party of such response, such dispute shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. In the event that an indemnification claim is made by NewCo and/or the Surviving Corporation and Seller does not deliver a written response to the Claim Notice to such Persons within thirty (30) days, then NewCo or the Surviving Corporation, as the case may be, shall be entitled to be paid in immediately available funds th...
Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has an indemnification claim against an Indemnifying Party hereunder (other than as a result of a Third-party Claim or Infringement Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying in reasonable detail, to the extent then known, the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party and the Indemnifying Party shall negotiate in good faith for the thirty (30) day period following receipt of such notice regarding the resolution of any disputed indemnification claims. If no resolution is reached with regard to such disputed claim between the Indemnifying Party and the Indemnified Party within such thirty (30) day period, the Indemnified Party shall, subject to Section 16.5 hereof (but without any duplication of the foregoing 30-day resolution period), be entitled to seek appropriate remedies in accordance with the terms hereof. In the event that the Indemnified Party is required to institute legal proceedings in order to recover its indemnification claims hereunder, the cost of such legal proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall be added to the amount of the indemnification claims payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims in such legal proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings in order to recover indemnification claims hereunder and the applicable court refuses to award any related amounts to such party, such party shall reimburse the defending party for the cost of such legal proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements).
Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Losses against an Indemnifying Party hereunder (other than as a result of a Third-Party Claim), the Indemnified Party shall give written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of the alleged breach giving rise to such claim (no indemnification shall be available under this Article 9 with respect to a claim made after the applicable Expiration Date). The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records related to such claim during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses.
Procedures for Inter-Party Claims. All claims for Losses or indemnification between the parties shall be made as set forth herein within the Survival Period. In the event that an Indemnified Party determines that it has a claim for Losses against an Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses. The Indemnified Party and the Indemnifying Party shall negotiate in good faith regarding the resolution of any disputed claims for Losses. Any disputed claims that cannot be resolved shall be resolved under the provisions of Section 7.8 of this Agreement. Promptly following the final determination, after exhausting all appeals if the matter could be and was appealed, of the amount of any Losses claimed by the Indemnified Party, the Indemnifying Party shall pay such Losses to the Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party, without interest.
Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnified Party and the Indemnifying Party shall negotiate in good faith regarding the resolution of any disputed claims for Damages. In the event that the Indemnified Party and the Indemnifying Party did not resolve the dispute by negotiation and legal proceedings are instituted seeking to recover Damages hereunder, the prevailing party in such litigation shall be entitled to recover its cost and expenses in connection with such proceedings (including costs of investigation and reasonable attorneys' fees and disbursements).
Procedures for Inter-Party Claims. In the event that an ------------------------------------ Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnified Party and the Indemnifying Party shall negotiate in good faith regarding the resolution of any disputed claims for Damages.
Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Damages. The Indemnified Party and the Indemnifying Party shall negotiate in good faith regarding the resolution of any disputed claims for Damages. In the event of disagreement on the Damages, the Indemnified Party shall be entitled to submit a claim to the authorized court in Israel against the Indemnifying Party and the cost of such proceedings (including costs of investigation and reasonable attorney fees and disbursements) shall be awarded to the prevailing party.
Procedures for Inter-Party Claims. (a) If any Party (the “Claimant”) elects to assert an indemnification claim against another Party hereto, the Claimant shall promptly deliver to such other Party (except where the other Party is a Seller Indemnified Party, notice only need be given to the Agent) a written notice (a “Claim Notice”) setting forth: (i) the section or sections of this Agreement (or any other applicable Ancillary Agreement) pursuant to which it seeks indemnification, including, if applicable, the specific representation and warranty or covenant alleged to have been breached by such other Party; (ii) a detailed description of the facts and circumstances giving rise to the indemnification claim (to the extent then known to the Claimant), including, if applicable, the alleged breach of such representation and warranty or covenant; and (iii) to the extent reasonably practicable under the circumstances, and only if then known, a detailed description and estimate of the total amount of the Losses actually incurred by the Claimant. Following delivery of a Claim Notice, the Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party 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 matters and providing legal and business assistance with respect to such matters.
Procedures for Inter-Party Claims. In the event that an Indemnified --------------------------------- Party determines that it has a claim for Losses against an Indemnifying Party hereunder (other than as a result of a Third Party Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying the amount of such claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its books and records for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claim for Losses. The Indemnified Party and the Indemnifying Party shall negotiate in good faith the resolution of any disputed claims for Losses. ARTICLE VIII
