PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim shall be asserted by written notice to the Indemnifying Party from whom indemnification is sought.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim may be asserted by notice to the party from whom indemnification is sought.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim shall be promptly asserted by notice to Seller.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within thirty (30) days after a party obtains knowledge that it has sustained any Damages not involving a Third-Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder or if such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, such indemnified party shall deliver notice of such claim to the indemnifying party, together with a description of the facts and data which support the claim for indemnification; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent that the indemnifying party is actually prejudiced thereby. Any such written notice must be made to the indemnifying party not later than the expiration of the applicable survival period specified in Section 9.01 above. If the indemnifying party does not notify the indemnified party in writing within sixty (60) days following its receipt of such written notice that the indemnifying party disputes its liability to the indemnified party under this Article IX, such claim specified by the indemnified party in such written notice shall be conclusively deemed a liability of the indemnifying party under this Article IX and the indemnifying party shall, subject to satisfaction of the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such claim 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. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Article X below.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification under Sections 10.2, 10.3, 10.4, 10.5 and/or 10.6 (as applicable) for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought which notice shall set forth in reasonable detail the basis for such claim to the extent their known by such party.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought. Any claim for indemnification which may be brought under this Section 10 may be brought until 30 days after expiration of the relevant survival period.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. In the event a claim for indemnification for any matter does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought within the Section 8.1 time limits.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. In the event any Indemnified Party should have a claim against any Indemnitor that does not involve a third party claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnitor, stating the basis or grounds in this Agreement for the indemnity and the amount of the Indemnified Party’s claim to the extent then known and quantifiable. The Indemnitor shall have 30 calendar days after their receipt of such claim to (i) agree to the amount or method of determination set forth in such claim and pay such amount to the Indemnified Party in immediately available funds or (ii) provide the Indemnified Party with written notice that it disputes either its obligation to provide the indemnification sought in such notice or the amount of the Indemnified Party’s claim. If the Indemnitor delivers a notice disputing the basis for or amount of the claim, the Indemnitor and the Indemnified Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 30 calendar days of the giving of a notice by the Indemnitor disputing the claim, the parties thereafter may pursue any and all available remedies at law (subject to the limitations and conditions provided in this Agreement).
