Common use of Procedures for Inter-Party Claims Clause in Contracts

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 an 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 an indemnification claim against an Indemnifying Party hereunder (other than as a result of a Third-Party party Claim or an 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 an indemnification a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an Infringement Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying in reasonable detailspecifying, 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 a thirty (30) day period following receipt of such notice regarding the resolution of any disputed indemnification claimsclaims for Damages. 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), shall be entitled to seek appropriate remedies in accordance with the terms hereof. 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 Legal Proceedings in order to recover its indemnification claims Damages hereunder, the cost of such legal proceedings Legal Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall be added to the amount of the indemnification claims Damages payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims Damages in such legal proceedingsLegal Proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings Legal Proceedings in order to recover indemnification claims Damages hereunder and the applicable court refuses to award any related amounts Damages to such party, such party shall reimburse the defending party for the cost of such legal proceedings 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 an indemnification a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an 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 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 for the a thirty (30) day period following receipt of such notice regarding the resolution of any disputed indemnification claimsclaims for Damages. If no resolution is reached with regard to such disputed claim between the Indemnifying Party and the Indemnified Party within such thirty thir ty (30) day period, the Indemnified Party shall, subject to Section 16.5 hereof (but without any duplication of the foregoing 30-day resolution period), shall be entitled to seek appropriate remedies in accordance with the terms hereof. 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 its indemnification claims Damages 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 Damages payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims Damages 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 Damages hereunder and the applicable court refuses to award any related amounts Damages 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 an indemnification claim a Claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an 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 Claim and any relevant facts and circumstances relating thereto. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its 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 for the thirty (a 30) -day period following receipt of such notice regarding the resolution of any disputed indemnification claimsclaims for Damages. If no resolution is reached with regard to such disputed claim 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), shall be entitled to seek appropriate remedies in accordance with the terms hereof. 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. In the event that the Indemnified Party is required to institute legal proceedings an Action in order to recover its indemnification claims Damages hereunder, the reasonable and verifiable cost of such legal proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) Action shall be added to the amount of the indemnification claims Damages payable to the Indemnified Party if the Indemnified Party recovers at least 50% of the indemnification claims Damages sought in such legal proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings an -106- EXECUTION COPY -------------- Action in order to recover indemnification claims Damages hereunder and the applicable court refuses to award any related amounts Damages 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)Action.

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has an indemnification a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an Infringement Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying in reasonable detailspecifying, 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) calendar day period following receipt of such notice regarding the resolution of any disputed indemnification claimsclaims for Damages. If no resolution is reached with regard to such disputed claim between the Indemnifying Party and the Indemnified Party within such thirty (30) calendar day period, the Indemnified Party shall, subject to Section 16.5 hereof (but without any duplication of the foregoing 30-day resolution period), shall 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 Legal Proceedings in order to recover its indemnification claims Damages hereunder, the cost of such legal proceedings Legal Proceedings (including costs of investigation and reasonable outside attorneys’ fees and disbursements) shall be added to the amount of the indemnification claims Damages payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims Damages in such legal proceedingsLegal Proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings Legal Proceedings in order to recover indemnification claims Damages hereunder and the applicable court refuses to award any related amounts Damages to such party, such party shall reimburse the defending party for the cost of such legal proceedings Legal Proceedings (including costs of investigation and reasonable outside attorneys’ fees and disbursements).

Procedures for Inter-Party Claims. In the event that an Indemnified Party determines that it has an indemnification a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an Infringement Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying in reasonable detailspecifying, 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 claimsclaims for Damages. 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), shall 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 Legal Proceedings in order to recover its indemnification claims Damages hereunder, the reasonable cost of such legal proceedings Legal Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall be added to the amount of the indemnification claims Damages payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims Damages in such legal proceedingsLegal Proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings Legal Proceedings in order to recover indemnification claims Damages hereunder and the applicable court refuses to award any related amounts Damages to such party, such party shall reimburse the defending party for the cost of such legal proceedings 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 an indemnification a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an Infringement Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying in reasonable detailspecifying, 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 claimsclaims for Damages. 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), shall 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 Legal Proceedings in order to recover its indemnification claims Damages hereunder, the cost of such legal proceedings Legal Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall be added to the amount of the indemnification claims Damages payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims Damages in such legal proceedingsLegal Proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings Legal Proceedings in order to recover indemnification claims Damages hereunder and the applicable court refuses to award any related amounts Damages to such party, such party shall reimburse the defending party for the cost of such legal proceedings 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 an indemnification a claim for Damages against an Indemnifying Party hereunder (other than as a result of a Third-Third Party Claim or an Infringement Claim), the Indemnified Party shall give prompt written notice thereof to the Indemnifying Party, specifying in reasonable detailspecifying, 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 a thirty (30) day period following receipt of such notice regarding the resolution of any disputed indemnification claimsclaims for Damages. 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), shall be entitled to seek appropriate remedies in accordance with the terms hereof. 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 Proceedings in order to recover its indemnification claims Damages hereunder, the cost of such legal proceedings Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall be added to the amount of the indemnification claims Damages payable to the Indemnified Party if the Indemnified Party recovers the indemnification claims Damages in such legal proceedingsProceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings Proceedings in order to recover indemnification claims Damages hereunder and the applicable court refuses to award any related amounts Damages to such party, such party shall reimburse the defending party for the cost of such legal proceedings Proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements).