Common use of Procedures Related to Indemnification for Other Claims Clause in Contracts

Procedures Related to Indemnification for Other Claims. An Indemnitee seeking indemnification under Section 10.01 or Section 10.02, as applicable, that does not involve a Third Party Claim shall, as soon as reasonably practicable after receipt deliver to the Indemnitor, written notice (a “Direct Claim Notice”) describing in reasonable detail the facts giving rise to the indemnification claim to the extent then known, provided, however, that the failure by any Indemnitee to so notify the Indemnitor shall not relieve the Indemnitor from any liability which it may have to such Indemnitee under Section 10.01 or Section 10.02, as applicable, except to the extent that the Indemnitor has been materially prejudiced by such failure. The Indemnitor shall have thirty (30) days after its receipt of a Direct Claim Notice to (i) agree to the amount set forth in the Direct Claim Notice and pay such amount to such Indemnitee in immediately available funds or (ii) provide such Indemnitee with written notice that it disputes its obligation to provide the indemnification sought in the Direct Claim Notice (a “Claim Dispute Notice”). If the Indemnitor does not notify the Indemnitee within forty-five (45) days following its receipt of such notice that Indemnitor disputes its liability to the Indemnitee with respect to such claim, such claim specified in the Direct Claim Notice shall be conclusively deemed a liability of the Indemnitor. If the Indemnitor delivers a Claim Dispute Notice, the Indemnitee and the Indemnitor shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 20 Business Days after the giving of the Claim Dispute Notice, the parties thereafter may pursue any and all available remedies at law (subject to the limitations and conditions provided in this Agreement).

Procedures Related to Indemnification for Other Claims. An Indemnitee seeking indemnification under Section 10.01 or Section 10.02, as applicable, that does not involve a Third Party Claim shall, within as soon as reasonably practicable after receipt deliver to the Indemnitor, written notice (a “Direct Claim Notice”) describing in reasonable detail the facts giving rise to the indemnification claim to the extent then known, claim; provided, however, that the failure by any Indemnitee to so notify the Indemnitor shall not relieve the Indemnitor from any liability which it may have to such Indemnitee under Section 10.01 or Section 10.02, as applicable, except to the extent that the Indemnitor has been materially prejudiced by such failure. The Indemnitor shall have thirty (30) days after its receipt of a Direct Claim Notice to (i) agree to the amount set forth in the Direct Claim Notice and pay such amount to such Indemnitee in immediately available funds or (ii) provide such Indemnitee with written notice that it disputes its obligation to provide the indemnification sought in the Direct Claim Notice (a “Claim Dispute Notice”). If the Indemnitor does not notify the Indemnitee within forty-five (45) days following its receipt of such notice that Indemnitor disputes its liability to the Indemnitee with respect to such claim, such claim specified in the Direct Claim Notice shall be conclusively deemed a liability of the Indemnitor. If the Indemnitor delivers a Claim Dispute Notice, the Indemnitee and the Indemnitor shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 20 twenty (20) Business Days after the giving of the Claim Dispute Notice, the parties Parties thereafter may pursue any and all available remedies at law (subject to the limitations and conditions provided in this Agreement).

Procedures Related to Indemnification for Other Claims. An Indemnitee Indemnified Party seeking indemnification under Section 10.01 or Section 10.02, as applicable, that does not involve a Third Party Claim shall, within as soon as reasonably practicable after receipt deliver to the IndemnitorIndemnifying Party, written notice (a “Direct Claim Notice”) describing in reasonable detail the facts giving rise to the indemnification claim to the extent then knownclaim, provided, however, that the failure by any Indemnitee Indemnified Party to so notify the Indemnitor Indemnifying Party shall not relieve the Indemnitor Indemnifying Party from any liability which it may have to such Indemnitee Indemnified Party under Section 10.01 or Section 10.02, as applicable, except to the extent that the Indemnitor Indemnifying Party has been materially prejudiced by such failure. The Indemnitor Indemnifying Party shall have thirty (30) days after its receipt of a Direct Claim Notice to (i) agree to the amount set forth in the Direct Claim Notice and pay such amount to such Indemnitee Indemnified Party in immediately available funds or (ii) provide such Indemnitee Indemnified Party with written notice that it disputes its obligation to provide the indemnification sought in the Direct Claim Notice (a “Claim Dispute Notice”). If the Indemnitor Indemnifying Party does not notify the Indemnitee Indemnified Party within forty-five thirty (4530) days following its receipt of such notice that Indemnitor Indemnifying Party disputes its liability to the Indemnitee Indemnified Party with respect to such claim, such claim specified in the Direct Claim Notice shall be conclusively deemed a liability of the IndemnitorIndemnifying Party. If the Indemnitor Indemnifying Party delivers a Claim Dispute Notice, the Indemnitee Indemnified Party and the Indemnitor Indemnifying Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 20 twenty (20) Business Days after the giving of the Claim Dispute Notice, the parties thereafter may pursue will resolve any and all available remedies at law (subject such controversy pursuant to the limitations terms of Sections 12.09 and conditions provided in this Agreement)12.10 below.

Procedures Related to Indemnification for Other Claims. An Indemnitee seeking indemnification In the event any indemnified party should have a claim against any indemnifying party under Section 10.01 or Section 10.02, as applicable, 10.02 that does not involve a Third Party Claim shallbeing asserted against or sought to be collected from such indemnified party, as soon as reasonably practicable after receipt the indemnified party shall deliver to the Indemnitor, written notice (a “Direct Claim Notice”) describing in reasonable detail the facts giving rise to the indemnification of such claim to the extent then known, provided, however, that the indemnifying party promptly after obtaining knowledge of such claim. The failure by any Indemnitee indemnified party so to so notify the Indemnitor indemnifying party shall not relieve the Indemnitor indemnifying party from any liability which it may have to such Indemnitee indemnified party under Section 10.01 or Section 10.02, as applicable, except to the extent that the Indemnitor indemnifying party demonstrates that it has been actually and materially prejudiced by such failure. The Indemnitor shall have thirty (30) days after its receipt of a Direct Claim Notice to (i) agree to the amount set forth in the Direct Claim Notice and pay such amount to such Indemnitee in immediately available funds or (ii) provide such Indemnitee with written notice that it disputes its obligation to provide the indemnification sought in the Direct Claim Notice (a “Claim Dispute Notice”). If the Indemnitor does not notify the Indemnitee within forty-five (45) days following its receipt of such notice that Indemnitor indemnifying party disputes its liability to the Indemnitee with respect to such claim, such claim specified in the Direct Claim Notice shall be conclusively deemed a liability of the Indemnitor. If the Indemnitor delivers a Claim Dispute Notice, the Indemnitee indemnifying party and the Indemnitor indemnified party shall negotiate proceed in good faith to resolve the matter. In the event that the controversy is negotiate a resolution of such dispute, and, if not resolved within 20 Business Days after the giving through negotiations, such dispute shall be resolved by litigation in an appropriate court of the Claim Dispute Noticecompetent jurisdiction. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the parties thereafter may pursue any and all available remedies at law (subject to the limitations and conditions provided in this Agreement)MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Procedures Related to Indemnification for Other Claims. An Indemnitee seeking indemnification under Section 10.01 or Section 10.02, as applicable, that does not involve a Third Party Claim shall, within as soon as reasonably practicable after receipt deliver to the Indemnitor, written notice (a “Direct Claim Notice”) describing in reasonable detail the facts giving rise to the indemnification claim to the extent then knownclaim, provided, however, that the failure by any Indemnitee to so notify the Indemnitor shall not relieve the Indemnitor from any liability which it may have to such Indemnitee under Section 10.01 or Section 10.02, as applicable, except to the extent that the Indemnitor has been materially prejudiced by such failure. The Indemnitor shall have thirty (30) days after its receipt of a Direct Claim Notice to (i) agree to the amount set forth in the Direct Claim Notice and pay such amount to such Indemnitee Indemnified Party in immediately available funds or (ii) provide such Indemnitee with written notice that it disputes its obligation to provide the indemnification sought in the Direct Claim Notice (a “Claim Dispute Notice”). If the Indemnitor does not notify the Indemnitee within forty-five thirty (4530) days following its receipt of such notice that Indemnitor disputes its liability to the Indemnitee with respect to such claim, such claim specified in the Direct Claim Notice shall be conclusively deemed a liability of the Indemnitor. If the Indemnitor delivers a Claim Dispute Notice, the Indemnitee and the Indemnitor shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 20 twenty (20) Business Days after the giving of the Claim Dispute Notice, the parties thereafter may pursue any and all available remedies at law (subject to the limitations and conditions provided in this Agreement).

Procedures Related to Indemnification for Other Claims. An Indemnitee seeking indemnification under Section 10.01 or Section 10.02, as applicable, that does not involve a Third Party Claim shall, within as soon as reasonably practicable after receipt deliver to the Indemnitor, written notice (a “Direct Claim Notice”) describing in reasonable detail the facts giving rise to the indemnification claim to the extent then knownclaim, provided, however, that the failure by any Indemnitee to so notify the Indemnitor shall not relieve the Indemnitor from any liability which it may have to such Indemnitee under Section 10.01 or Section 10.02, as applicable, except to the extent that the Indemnitor has been materially prejudiced by such failure. The Indemnitor shall have Within thirty (30) days after its receipt delivery of a Direct Claim Notice Notice, the Indemnitor shall deliver to the Indemnitee a written response in which the Indemnitor shall (ia) agree that the Indemnitee is entitled to receive all of the amount set forth in the Direct Claim Notice and pay (the “Claim Amount”) (in which case such amount response shall be accompanied by a payment to such the Indemnitee in of the Claim Amount by the Indemnitor by wire transfer of immediately available funds or or, if payment is to be made from the Escrow Fund, express authorization to the Escrow Agent (iiin accordance with the Escrow Agreement) provide to make immediate payment of the Claim Amount to Purchaser from the Escrow Fund), (b) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such Indemnitee with written notice that it disputes its obligation to provide the indemnification sought in the Direct Claim Notice (response shall be accompanied by a “Claim Dispute Notice”). If the Indemnitor does not notify the Indemnitee within forty-five (45) days following its receipt of such notice that Indemnitor disputes its liability payment to the Indemnitee with respect to such claim, such claim specified in the Direct Claim Notice shall be conclusively deemed a liability of the IndemnitorAgreed Amount by the Indemnitor by wire transfer of immediately available funds or, if payment is to be made from the Escrow Fund, express authorization to the Escrow Agent (in accordance with the Escrow Agreement) to make immediate payment of the Agreed Amount to Purchaser from the Escrow Fund) or (c) contest that the Indemnitee is entitled to receive any of the Claim Amount. If the Indemnitor delivers a Claim Dispute Notice, the Indemnitee and the Indemnitor shall negotiate in good faith to resolve the matter. In the event that the controversy such dispute is not resolved within 20 Business Days after thirty (30) days following the giving delivery by the Indemnitor of the Claim Dispute Noticesuch response, the parties thereafter may pursue any Indemnitor and all available remedies at law (subject to the limitations and conditions provided Indemnitee shall resolve such dispute in this Agreement)accordance with the provisions of Section 12.08.