Common use of Response Notice; Uncontested Claims Clause in Contracts

Response Notice; Uncontested Claims. Within [***] after receipt by the Indemnitor of a Claim Notice, the Indemnitor may deliver to the Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which the Indemnitor: (i) agrees that the Indemnitee is entitled to the full Claimed Amount; (ii) agrees that the Indemnitee is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount”); or (iii) indicates that the Indemnitor disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such [***] period, then the Indemnitor shall be conclusively deemed to have agreed that the Indemnitee is entitled to the full Claimed Amount. If the Indemnitor and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] after the delivery of the Claim Notice (“Initial Resolution Period”), then the Parties shall follow the procedures set forth in Section 8.6(b) hereof.

Response Notice; Uncontested Claims. Within [***] ten (10) Business Days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor such Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice Indemnified Party a written response (the “Response Notice”) in which the Indemnitor: (isuch Indemnifying Party:(a) agrees that the Indemnitee Indemnified Party is entitled to the full Claimed Amount; , (iib) agrees that the Indemnitee Indemnified Party is entitled to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”); , or (iiic) indicates that the Indemnitor Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such [***] ten (10) Business Day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee Indemnified Party is entitled to the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). If the Indemnitor and the Indemnitee are unable to To resolve the any dispute relating related to any Contested Amount within [***] after the delivery of the Claim Notice (“Initial Resolution Period”)Amount, then the Parties shall follow will resolve such dispute following the dispute resolution procedures set forth in Section 8.6(b) hereof.Article 26. 70

Response Notice; Uncontested Claims. Within [***] ten (10) Business Days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor such Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice Indemnified Party a written response (the “Response Notice”) in which the Indemnitor: (isuch Indemnifying Party:(a) agrees that the Indemnitee Indemnified Party is entitled to the full Claimed Amount; , (iib) agrees that the Indemnitee Indemnified Party is entitled to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”); , or (iiic) indicates that the Indemnitor Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such [***] ten (10) Business Day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee Indemnified Party is entitled to the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). If the Indemnitor and the Indemnitee are unable to To resolve the any dispute relating related to any Contested Amount within [***] after the delivery of the Claim Notice (“Initial Resolution Period”)Amount, then the Parties shall follow will resolve such dispute following the dispute resolution procedures set forth in Section 8.6(b) hereof.Article 26. 73

Response Notice; Uncontested Claims. Within [***] 30 days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which the IndemnitorIndemnifying Party: (i) agrees that the Indemnitee Indemnified Party is entitled to the full Claimed Amount; (ii) agrees that the Indemnitee Indemnified Party is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount”); or (iii) indicates that the Indemnitor Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. .” If a Response Notice is not received by the Indemnitee Indemnified Party within such [***] 30-day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee Indemnified Party is entitled to the full Claimed Amount. If the Indemnitor Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] 30 days after the delivery of the Claim Notice (“Initial Resolution Period”), then the Parties parties shall follow the procedures set forth in Section 8.6(b) hereofbe entitled to resort to any legal remedy available to such party to resolve such dispute.

Response Notice; Uncontested Claims. Within [***] 30 days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice a written response (the “Response "RESPONSE Notice”") in which the IndemnitorIndemnifying Party: (i) agrees that the Indemnitee Indemnified Party is entitled to the full Claimed Amount; (ii) agrees that agrees that the Indemnitee Indemnified Party is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount”"AGREED AMOUNT"); or (iii) indicates that the Indemnitor Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. "CONTESTED AMOUNT." If a Response Notice is not received by the Indemnitee Indemnified Party within such [***] 30-day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee Indemnified Party is entitled to the full Claimed Amount. If the Indemnitor Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] 30 days after the delivery of the Claim Notice (“Initial Resolution Period”"INITIAL RESOLUTION PERIOD"), then the Parties parties shall follow the procedures set forth in Section 8.6(b) hereofbe entitled to resort to any legal remedy available to such party to resolve such dispute.

Response Notice; Uncontested Claims. Within [***] days after receipt by the Indemnitor an Indemnifying Party of a Claim Notice, the Indemnitor such Indemnifying Party may deliver to the Indemnitee Person who delivered the Claim Notice a written response (the “Response Notice”) in which the Indemnitorsuch Indemnifying Party: (ia) agrees that the Indemnitee Person who delivered the Claim Notice is entitled to the full Claimed Amount; , (iib) agrees that the Indemnitee Person who delivered the Claim Notice is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount”); , or (iiic) indicates that the Indemnitor such Party disputes the entire Claimed Amount. Any If a Response Notice is not received within such [***]-day period, then the Indemnifying Party who received the Claim Notice shall be conclusively deemed to have agreed that the Person who delivered the Claim Notice is entitled to the full Claimed Amount. If the Parties are unable to resolve any dispute relating to any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such [***] period, then the Indemnitor shall be conclusively deemed to have agreed that the Indemnitee is entitled to the full Claimed Amount. If the Indemnitor and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] days after the delivery of the Claim Notice (“Initial Resolution Period”)Response Notice, then the Parties shall follow the procedures set forth in Section 8.6(b) hereofbe entitled to resort to any legal remedy available to such Parties to resolve such dispute.

Response Notice; Uncontested Claims. Within [***] 30 days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which the IndemnitorIndemnifying Party: (i) agrees that the Indemnitee Indemnified Party is entitled to the full Claimed Amount; (ii) agrees that agrees that the Indemnitee Indemnified Party is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount”); or (iii) indicates that the Indemnitor Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. .” If a Response Notice is not received by the Indemnitee Indemnified Party within such [***] 30-day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee Indemnified Party is entitled to the full Claimed Amount. If the Indemnitor Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] 30 days after the delivery of the Claim Notice (“Initial Resolution Period”), then the Parties parties shall follow the procedures set forth in Section 8.6(b) hereofbe entitled to resort to any legal remedy available to such party to resolve such dispute.

Response Notice; Uncontested Claims. Within [***] twenty (20) Business Days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor such Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice Indemnified Party a written response (the “Response Notice”) in which the Indemnitorsuch Indemnifying Party: (ia) agrees that the Indemnitee Indemnified Party is entitled to the full Claimed Amount; , (iib) agrees that the Indemnitee Indemnified Party is entitled to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”); , or (iiic) indicates that the Indemnitor Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. .” If a Response Notice is not received by the Indemnitee within such [***] twenty (20) Business Day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee Indemnified Party is entitled to the full Claimed Amount (such amount, also an “Agreed Amount”). If the Indemnitor and the Indemnitee Parties are unable to resolve the dispute relating to any Contested Amount within [***] thirty (30) days after the delivery of the Claim Notice (“Initial Resolution Period”)Response Notice, then the Parties shall follow be entitled to resort to any legal remedy available to such Parties (subject to the procedures limitations set forth in Section 8.6(bthis Agreement) hereofto resolve such dispute.

Response Notice; Uncontested Claims. Within [***] forty-five (45) days after receipt by the Indemnitor Indemnifying Party of a Claim Notice, the Indemnitor Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which the IndemnitorIndemnifying Party: (i) agrees that the Indemnitee is entitled to pay the full Claimed Amount; (ii) agrees that the Indemnitee is entitled to pay an amount equal to part, but not all, of the Claimed Amount (the “Agreed Amount”); or (iii) indicates that the Indemnitor disputes it objects to payment of the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to be paid by the Indemnitee pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such [***] 45-day period, then the Indemnitor Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee is entitled to pay the full Claimed Amount. If the Indemnitor and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within [***] after the delivery of the Claim Notice (“Initial Resolution Period”), then the Parties shall follow the procedures set forth in Section 8.6(b) hereof.