PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS Sample Clauses

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 may be asserted by written 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 a Claim Notice to the Indemnifying Party from whom indemnification is sought as set forth below and must within the Indemnification Time Period: (a) If any Seller or Buyer believes that it has a non-third-party Claim for indemnification pursuant to this Section 6, it shall submit a Claim Notice to the other party. The Claim Notice from the Indemnified Person shall state with particularity the parties to which the Claim relates, the basis for the Claim, together with sufficient facts relating thereto so the Indemnifying Person may reasonably evaluate such Claim, and an estimate of the amount that equals the amount of Liability associated with such Claim. The estimated amount set forth in the Claim Notice shall not be a limitation of the actual amount of the Claim (that is, the Indemnified Person may revise the estimated amount of Liability by notice to the Indemnifying Party and thereafter such revised amount shall become the estimated amount of Liability for all purposes under this Agreement) (for purposes of this Section 6.5, such estimated amount of Liability, as may be revised, shall be referred to as the "Liability Amount"). (b) If the Indemnifying Party disputes either the validity, amount or calculation of the Claim and/or the Liability Amount, the Indemnifying Party shall give written notice of such dispute to the Indemnified Person within thirty (30) days after receipt of the Claim Notice from the Indemnified Person to the Indemnifying Party. If (i) the Indemnifying Party fails to respond to the Claim Notice within thirty (30) days after the delivery to it of the Claim Notice, or (ii) the Indemnifying Party notifies the Indemnified Person in writing that there is no dispute with respect to the Claim and the Liability Amount, then the Indemnified Person shall be entitled to recover from the Indemnifying Party such Liability Amount. If the Indemnifying Party has asserted that the amount of Claim is less than the Liability Amount, then the Indemnifying Party shall notify the Indemnified Person, in writing, of the portion of the Liability Amount that it does not dispute, and the Indemnified Person shall be entitled to recover from the Indemnifying Party the undisputed portion of the Liability Amount thereof, without prejudice to the Indemnifying Party's right to challenge, or the Indemnified Person's right to seek collection of, the disputed portion of the...

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. A claim for indemnification under Sections 10.2, 10.3, 10.4, 10.5 and/or 10.7 (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. Subject to the other provisions of this Article VIII, 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 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. A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by (i) in the case of any claim under Section 7.2 or Section 7.3, written notice by Buyer to the Sellers’ Representative, and (ii) in the case of any claim under Section 7.4, written notice by the Sellers’ Representative to Buyer.

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. 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).