Common use of Response to Demand Clause in Contracts

Response to Demand. Within twenty days after delivery of an Indemnification Demand to the Seller or Buyer (as the case may be), such party shall deliver to the other of such Parties a written response (the “Response”) in which the party providing the Response shall: (i) agree that the Indemnified Party is entitled to receive all of the Asserted Adverse Consequences Amount (in which case, to the extent the Indemnified Party is entitled to indemnification pursuant to §8(b) or §8(c), the Response shall be accompanied by an adjustment to the Preliminary Purchase Price in accordance with §2(e)(iii) or §2(e)(iv), as applicable (if the Party providing the Response is the Seller), or a payment (if the Party providing the Response is the Buyer) to the Indemnified Party of the full Asserted Adverse Consequences Amount, by check or by wire transfer; (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Asserted Adverse Consequences Amount (such portion, the “Agreed Portion”) (in which case, to the extent the Indemnified Party is entitled to indemnification pursuant to §8(b) or §8(c), the Response shall be accompanied by an adjustment to the Preliminary Purchase Price in accordance with §2(e)(iii) or §2(e)(iv), as applicable (if the Party providing the Response is the Seller), or a payment (if the Party providing the Response is the Buyer) to the Indemnified Party of the Agreed Portion, by check or by wire transfer; or (iii) dispute that the Indemnified Party is entitled to receive any of the Asserted Adverse Consequences Amount.

Response to Demand. Within twenty days after delivery of an Indemnification Demand to the Seller or Buyer (as the case may be), such party shall deliver to the other of such Parties a written response (the “Response”) in which the party providing the Response shall: (i) agree that the Indemnified Party is entitled to receive all of the Asserted Adverse Consequences Amount (in which case, to the extent the Indemnified Party is entitled to indemnification pursuant to §8(b5(b) or §8(c5(c), the Response shall be accompanied by an adjustment to the Preliminary Purchase Price in accordance with §2(e)(iii) or §2(e)(iv), as applicable (if the Party providing the Response is the Seller), or a payment (if the Party providing the Response is the Buyer) to the Indemnified Party of the full Asserted Adverse Consequences Amount, by check or by wire transfer; (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Asserted Adverse Consequences Amount (such portion, the “Agreed Portion”) (in which case, to the extent the Indemnified Party is entitled to indemnification pursuant to §8(b5(b) or §8(c5(c), the Response shall be accompanied by an adjustment to the Preliminary Purchase Price in accordance with §2(e)(iii) or §2(e)(iv), as applicable (if the Party providing the Response is the Seller), or a payment (if the Party providing the Response is the Buyer) to the Indemnified Party of the Agreed Portion, by check or by wire transfer; or (iii) dispute that the Indemnified Party is entitled to receive any of the Asserted Adverse Consequences Amount.