Common use of Procedures for Non-Third Party Claims Clause in Contracts

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the Indemnified Party will notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto. The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except only if and to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party will have thirty (30) days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will 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 will 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. If the Indemnifying Party does not notify the Indemnified Party within such thirty (30) day period that the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.1 or 7.2, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.1 or 7.2 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the The Indemnified Party will shall notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto. The failure so Any such notice shall set forth in reasonable detail and to notify the Indemnifying extent then known the basis for such claim for indemnification. Failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except only if and to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party will shall have thirty (30) 30 days from receipt of any such notice to give written notice of dispute of the claim to the Indemnified Party. If the Indemnified Party does not receive written notice of dispute within such 30-day period, the amount of such Loss shall be conclusively deemed a liability of the Indemnifying Party. The Indemnified Party will reasonably shall 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 will include include, but not be limited to, 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 matters, furnishing employees to assist in the investigation, and providing legal and business assistance with respect to such matters. If the Indemnifying Party does not notify the Indemnified Party within such thirty (30) day period that the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.1 or 7.2, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.1 or 7.2 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the The Indemnified Party will notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto. The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except only if and to the extent that the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party will have thirty (30) 30 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will 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 will include providing providing, at the Indemnifying Party’s expense, 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. If the Indemnifying Party does not notify ; provided, however, that the Indemnified Party within Party’s obligations under this sentence and the immediately preceding sentence shall be no greater than the obligations of such thirty (30) day period that the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.1 or 7.2the discovery requirements, if any, of any legal proceedings between the parties controlling such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.1 or 7.2 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedindemnity.

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the The Indemnified Party will notify promptly provide the Indemnifying Party in writing promptly with written notice (a “Claim Certificate”) of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving but that the Indemnified Party has determined is reasonably like to give rise to the a claim of indemnity pursuant hereto. The hereunder, which Claim Certificate shall state in reasonable detail the nature, basis and the amount thereof, to the extent known, and be accompanied by copies of the relevant notices and documents received by the Indemnified Party that evidence or relate to such matter; provided, however, that the failure so of the Indemnified Party to notify give prompt notice to the Indemnifying Party shall not relieve affect the Indemnifying Party from liability on account of this indemnification, Indemnified Party’s right to indemnification hereunder except only if and to the extent that the Indemnifying Party is actually and materially prejudiced therebyas a result of the failure to give prompt notice. The Indemnifying Party will have thirty (30) shall, within 30 days from receipt of any such Claim Certificate, provide a responsive notice to give notice of dispute of the claim to the Indemnified PartyParty acknowledging or disputing the claim or claims set forth in the Claim Certificate. The Indemnified Party will reasonably cooperate and assist In the event that the Indemnifying Party objects to the indemnification of an Indemnified Party in determining the validity respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall, within 30 days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for indemnity such objection, and the Indemnifying Party and the Indemnified Party shall, within the 60 day period beginning on the date of receipt by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will 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 objection and providing legal and business assistance prior to submitting such dispute to the courts set forth in Section 11.08, attempt in good faith to agree upon the rights of the respective parties with respect to each of such mattersclaims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party does not notify shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party within such thirty (30) day period that and the Indemnifying Party disputes its liability shall promptly prepare and sign a memorandum of agreement setting forth such agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 11.08. Claims for Losses (i) the validity and amount of which are payable pursuant to the terms of a memorandum of agreement signed by the Indemnifying Party and Indemnified Party, (ii) that have been the subject of final judicial determination in accordance with Section 11.08 hereof or (iii) that are settled as described in Section 8.04(a) are hereinafter referred to as “Agreed Claims”. Within 10 business days of the determination of the amount of any Agreed Claim (or at such other time as the Indemnified Party and the Indemnifying Party shall agree in a memorandum of agreement or otherwise), the Indemnifying Party shall pay to the Indemnified Party under Section 7.1 an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or 7.2, such claim specified accounts designated by the Indemnified Party in such a notice shall be conclusively deemed a liability of to the Indemnifying Party under Section 7.1 or 7.2 and the Indemnifying Party shall pay the amount of not less than 2 business days prior to such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedpayment.

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the Indemnified Party will notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto. The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except only if and to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party will have No more than thirty (30) days from receipt following the Indemnitee’s actual knowledge of any such claim that it has under Article V of this Agreement that may result in a Loss (a “Claim”), the Indemnitee shall give written notice thereof (a “Claims Notice”) to give notice of dispute the Indemnitor. A Claims Notice must describe the Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the claim Loss. No failure to timely provide a Claims Notice by the Indemnitee will relieve the Indemnitor of any indemnity and other obligations hereunder unless and to the Indemnified Partyextent the Indemnitor shall be actually prejudiced by such failure to notify the Indemnitor. The Indemnified Party will Indemnitee shall reasonably cooperate and assist the Indemnifying Party Indemnitor in determining the validity of any claim for indemnity by the Indemnified Party Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will may include providing reasonable access to and copies of information, records and documents relating to such matters, matters and furnishing relevant and available employees to assist in the investigation, defense and resolution of such matters during normal business hours and providing legal and business assistance with respect to such mattersafter reasonable advance notice. If the Indemnifying Party does not notify information to be disclosed includes confidential, trade secret or commercially sensitive information, the Indemnified Party disclosing party may require an appropriate confidentiality agreement. The Indemnitor shall respond to the Claims Notice (a “Claim Response”) within such thirty (30) day period days (the “Response Period”) after the date that the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.1 or 7.2, such claim specified Claims Notice is received by the Indemnified Party Indemnitor. Any Claim Response must specify whether or not the Indemnitor disputes the Claim described in the Claims Notice. If the Indemnitor fails to give a Claim Response within the Response Period and the Indemnitee does not agree to an extension, the Indemnitor will be deemed to have conceded the Claim described in the related Claims Notice. If the Indemnitor elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the Claims alleged in such notice shall Claims Notice will be conclusively deemed to be conceded by the Indemnitor. If the Indemnitor delivers a liability Claim Response within the Response Period indicating that it disputes one or more of the Indemnifying Party under Section 7.1 or 7.2 matters identified in the Claims Notice, the Indemnitor and the Indemnifying Party Indemnitee shall pay promptly meet and use commercially reasonable efforts to settle the amount dispute using the dispute resolution procedure set forth in Section 8.1 of such liability the Agreement. If the Indemnitor and the Indemnitee are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Indemnitor or the Indemnitee may resort to other legal remedies subject to the Indemnified Party on demand or, limitations set forth in the case Article V of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedthis Agreement.

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the The Indemnified Party will notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant heretohereto and such notices shall specify the basis for such claim. The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from liability Liability on account of this indemnification, except only if and to the extent that the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party will have thirty (30) 60 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The In the event the Indemnifying Party has timely disputed its Liability with respect to such claim, as promptly as possible, the Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and the amount of such claim and in otherwise resolving such mattersmatters (by mutual agreement, litigation, arbitration or otherwise) and, within five Business Days following the final determination of the validity and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereunder. Such assistance and cooperation will include providing providing, at the Indemnifying Party’s expense, reasonable access to and copies of information, records and documents Records 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; provided, however, that the Indemnified Party’s obligations under this sentence and the immediately preceding sentence shall be no greater than the obligations of such Indemnified Party under the discovery requirements, if any, of any legal proceedings between the parties controlling such claim of indemnity. If In the event the Indemnifying Party does not notify the Indemnified Party within 60 days following its receipt of such thirty (30) day period notice that the Indemnifying Party disputes its liability Liability to the Indemnified Party under Section 7.1 this Article X or 7.2the amount thereof, such the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability Liability of the Indemnifying Party under Section 7.1 or 7.2 this Article X and the Indemnifying Party shall pay the amount of such liability Liability to the Indemnified Party on demand demand, or, in the case of any notice in which the amount of the claim (or any portion thereofof the claim) is estimated, on such later date when the amount of such claim (or portion of such portion thereofclaim) becomes finally determined.

Procedures for Non-Third Party Claims. Except as otherwise provided in this Agreement, the The Indemnified Party will shall notify the Indemnifying Party in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, stating the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. The failure so Failure of the Indemnified Party to notify give prompt written notice in accordance with the Indemnifying Party foregoing requirements shall not relieve the Indemnifying Party from liability on account of this indemnification, except only (a) if and to the extent that the Indemnifying Party is actually prejudiced therebythereby or (b) a claims notice is not given within the survival period for the applicable representation, warranty, covenant or agreement under Section 9.6, in which case any claim for indemnification shall expire and terminate. The Indemnifying Party will shall have thirty (30) 45 days from receipt of any such notice to (x) take steps to remedy the default or breach that is the subject of the claims notice or (y) give written notice of dispute of the claim to the Indemnified PartyParty in which case the dispute between the Parties will be resolved pursuant to Section 11.2. The Indemnified Party will reasonably shall use commercially reasonable efforts to minimize Losses. The Indemnified Party shall 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 will 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. If the Indemnifying Party does , provided that such access shall not notify the Indemnified Party within such thirty (30) day period that the Indemnifying Party disputes its liability to the Indemnified Party under Section 7.1 unreasonably disrupt personnel or 7.2, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.1 or 7.2 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determinedoperations.

Procedures for Non-Third Party Claims. Except as otherwise provided in this AgreementSection 4.6(d) (Tax Matters), the Indemnified Party will notify the Indemnifying Party in writing reasonably promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified PartyClaim, giving rise to the claim of indemnity pursuant hereto. Such notice shall state the nature basis and amount of the claim to the extent known, and include copies of the relevant documents and the basis for indemnification sought. The failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except only if and to the extent that the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party will have thirty (30) days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will 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 will 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. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within such thirty (30) day period that days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes its liability to the claim described in such notice, the Loss in the amount specified in the Indemnified Party under Section 7.1 or 7.2, such claim specified by the Indemnified Party in such Party’s notice shall will be conclusively deemed a liability of the Indemnifying Party under Section 7.1 or 7.2 and the Indemnifying Indemnified Party shall pay be entitled to recover the amount of such Loss from the Indemnifying Party in accordance with the terms and conditions of this ARTICLE VII. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party on demand or, will proceed in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount good faith to negotiate a resolution of such claim dispute for a period of at least thirty (or 30) days, and if such portion thereof) becomes finally determineddispute is not resolved through such negotiation prior to the expiration of such period, such dispute may be resolved in accordance with Section 8.6.