Response to a Demand Sample Clauses

Response to a Demand. A Notified Party may reply to a Demand made under Section 8.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand and (iii) if such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Escrow Agent a notice disputing such Demand within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Securityholder Representative gives notice that such Demand is uncontested, then the Escrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer admits that a portion of the Demand is a valid claim under Section 8.3 and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder or the Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses ...