Common use of Indemnification Procedures for Direct Claims Clause in Contracts

Indemnification Procedures for Direct Claims. The Indemnified Party shall notify the Indemnifying Party in writing (a “Direct Claim Notice”) promptly of its discovery of any matter for which it is entitled to indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), such notice to contain the information set forth in the following sentence. The Direct Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to provide a Direct Claim Notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IX. If the Indemnifying Party does not notify the Indemnified Party that it disputes such claim within 30 days following receipt of the Direct Claim Notice, the claim specified therein shall be deemed a Liability of the Indemnifying Party hereunder (subject to the limitations set forth in this Article IX, as applicable). The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, to and copies of information, records and documents relating to such matters, providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and resolution of such matters.

Indemnification Procedures for Direct Claims. (a) The Indemnified Party indemnification procedures described in this section 12.3 shall notify apply to all Direct Claims made by the Indemnifying Party in writing (a “Vendor and the Purchaser with respect to which indemnification is sought. For the purposes of this section 12.3, "Direct Claim" shall mean any Claim Notice”) promptly arising other than by reason of its discovery of any matter for which it is entitled to indemnification hereunder that does not involve a Third Party Claim which an Indemnified Party has against an Indemnifying Party by reason of a breach of a representation, warranty or covenant in the Agreement. (a “b) The Party seeking indemnification shall give prompt written notice of any Direct Claim ("Notice of Direct Claim”)") to the Indemnifying Party, and in any event shall give notice within 60 days after the Indemnified Party becomes aware of the Direct Claim, provided that in the event of a failure to give such notice, such notice failure shall not preclude the Indemnified Party from obtaining such indemnification but the Indemnified Party's right to contain indemnification may be reduced to the information set forth in the following sentence. The Direct Claim Notice shall specify in reasonable detail extent that such delay increased the amount of the Lossliability and provided that, if knownnotwithstanding anything else herein contained, and contain a reference to the provision(s) of this Agreement no Direct Claim for indemnity in respect of which the breach of any representation or warranty contained herein may be made unless notice of such right of indemnification is claimed or arises. Failure to provide a Direct Claim Notice shall not release has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to section 6.2(c). (c) The Indemnifying Party from any obligations hereunder except shall have a period of 30 days after receipt of the Notice of Direct Claim within which to object to such Direct Claim by delivery to the extent such Indemnifying Indemnified Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXof a written notice (the "Objection Notice"). If the Indemnifying Party does not notify so respond within such 30-day period, the indemnifying Party shall be deemed to have rejected the Direct Claim and in such event the Indemnified Party that it disputes such claim within 30 days following receipt may initiate arbitration of the Direct Claim pursuant to section 12.3(e). (d) In the event the Parties agree on a resolution of the dispute set out in the Objection Notice, the claim specified therein Parties shall confirm this resolution in writing and shall thereafter be deemed a Liability of bound by such resolution. (e) In the event that the Parties are unable to settle any dispute with respect to the Direct Claim within 30 days after delivery by the Indemnifying Party hereunder (subject of the Objection Notice, the dispute shall forthwith, and in any event within 60 days after the delivery of the Objection Notice, be referred for arbitration. The arbitration and the appointment of the arbitrator shall, except to the limitations set forth extent provided for in this Article IXsection 12.3, as applicable)be conducted in Montreal, Québec in the English language in accordance with the provisions of the Code of Civil Procedure (Québec) . The Indemnified Parties shall cooperate in completing any arbitration as expeditiously as possible and the arbitrator may hire such experts as may appear to be appropriate. All of the costs and expenses of the arbitration shall be borne equally by the Parties or in such manner as the arbitrator may determine to be appropriate. Arbitration under this section 12.3 shall be in substitution for and precludes the bringing of any action in any court in connection with any objection made by either Party will reasonably cooperate pursuant to this section 12.3. (f) The determination of the arbitrator shall be made within 30 days after the date on which the dispute was referred to it and assist the determination of the arbitrator shall be final and binding on all Parties. The Direct Claim shall be paid in accordance with the determination of the arbitrator. (g) Within 5 days after resolution by agreement of the Parties, of the dispute which was the subject of the Objection Notice or, failing such resolution, within 5 days after the final determination of the arbitration, the Indemnifying Party in determining the validity of any claim for indemnity by shall pay to the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, to and copies the amount of information, records and documents relating to such matters, providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and resolution Direct Claim as determined as a result of such mattersresolution or final determination, as the case may be. (h) All amounts paid by an Indemnifying Party hereunder shall be paid together with interest calculated monthly from the Closing Date to the date of payment, at the rate per annum equal to the rate quoted by RBC Financial Group on the Closing Date as the reference rate of interest it uses for determining interest rates on Canadian dollar commercial loans in Toronto, Canada and designated as such Bank's prime rate.

Indemnification Procedures for Direct Claims. The Indemnified Party shall notify the Indemnifying Party in writing (a “Direct Claim Notice”) promptly of its discovery of any matter for which it is entitled to indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), such notice to contain the information set forth in the following sentence. The Direct Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to provide a Direct Claim Notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXVIII. If the The Indemnifying Party does not notify the Indemnified Party that it disputes such claim within 30 shall have 60 days following after its receipt of the a Direct Claim Notice, the claim specified therein shall be deemed a Liability of the Indemnifying Party hereunder (subject Notice to the limitations set forth respond in this Article IX, as applicable)writing to such Direct Claim. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, to and copies of information, records and documents relating to such matters, matters and providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and resolution of such matters. If the Indemnifying Party does not so respond within such 60 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Indemnification Procedures for Direct Claims. The Any claim by an Indemnified Party shall notify the Indemnifying Party in writing (on account of a “Direct Claim Notice”) promptly of its discovery of any matter for which it is entitled to indemnification hereunder Loss that does not involve result from a Third Third-Party Claim (a “Direct Claim”)) shall be asserted by the Indemnified Party by giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to contain respond in writing to such Direct Claim. During such thirty (30) day period, the information set forth in Indemnified Party shall allow the following sentence. The Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim Notice shall specify in reasonable detail the amount of the Loss, if knownClaim, and contain a reference whether and to the provision(s) of this Agreement what extent any amount is payable in respect of which such right of indemnification is claimed or arises. Failure to provide a the Direct Claim Notice and the Indemnified Party shall not release assist the Indemnifying Party’s investigation by giving such information and assistance (including access to Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party from or any obligations hereunder except of its professional advisors may reasonably request, in each such case, in such a manner as not to unreasonably interfere with the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXnormal operations of the Indemnified Party. If the Indemnifying Party does not notify so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such Direct Claim, in which case the Indemnified Party that it disputes such claim within 30 days following receipt of the Direct Claim Notice, the claim specified therein shall be deemed a Liability of free to pursue such remedies as may be available to the Indemnifying Indemnified Party hereunder (on the terms and subject to the limitations set forth in provisions of this Article IX, as applicable). The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, to and copies of information, records and documents relating to such matters, providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and resolution of such mattersAgreement.

Indemnification Procedures for Direct Claims. The In the event an Indemnified Party has an indemnification claim against the Indemnifying Party that does not Agreement and Plan of Merger Page 24 MeeMee Media, Inc. / All Screens Media, LLC involve a claim by a third party ("Direct Claim(s)"), the Indemnified Party shall notify promptly deliver notice of such Direct Claim to the Indemnifying Party in writing (a “Direct Claim Notice”) promptly of its discovery of any matter for which it is entitled to indemnification hereunder that does not involve a Third Party Claim (a “Direct Claim”), such notice to contain the information set forth and in the following sentencereasonable detail. The Direct Claim Notice shall specify in reasonable detail failure by any Indemnified Party to so notify the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to provide a Direct Claim Notice Indemnifying Party shall not release relieve the Indemnifying Party from any obligations hereunder liability that it may have to such Indemnified Party, except to the extent such that Indemnifying Party is materially has been actually prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXfailure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that it the Indemnifying Party disputes the Direct Claim, such Direct Claim shall be conclusively deemed a liability of the Indemnifying Party under this Article IX and the Indemnifying Party shall pay the amount of such claim within 30 days following receipt to the Indemnified Party on demand, or in the case of any notice in which the amount of the Direct Claim Noticeis estimated, on such later date when the claim specified therein shall be deemed a Liability amount of such Direct Claim is finally determined. If the Indemnifying Party hereunder (subject disputes its liability with respect to the limitations set forth such Direct Claim in this Article IXa timely manner, as applicable). The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by and the Indemnified Party and shall proceed in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, good faith to and copies of information, records and documents relating to such matters, providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and negotiate a resolution of such mattersdispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 10.09.

Indemnification Procedures for Direct Claims. The Indemnified Party shall notify the Indemnifying Party in writing (Any claim by an Indemnitee on account of a “Direct Claim Notice”) promptly of its discovery of any matter for Loss which it is entitled to indemnification hereunder that does not involve result from a Third Party Claim (a “Direct Claim”), such notice to contain ) shall be asserted by the information set forth in the following sentence. The Direct Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to provide a Direct Claim Notice shall not release Indemnitee giving the Indemnifying Party from any obligations hereunder prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent such that the Indemnifying Party is materially prejudiced by reason of such failure failure. Such notice by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall not relieve such indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party from obligations it shall have 30 calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such 30 day period, the Indemnitee shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance as the Indemnifying Party or any of its professional advisors may otherwise have under this Article IXreasonably request. If the Indemnifying Party does not notify the Indemnified Party that it disputes so respond within such claim within 30 days following receipt of the Direct Claim Noticeday period, the claim specified therein Indemnifying Party shall be deemed a Liability of to have rejected such claim, in which case the Indemnifying Party hereunder (Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the limitations set forth in provisions of this Article IX, as applicable). The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, to and copies of information, records and documents relating to such matters, providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and resolution of such mattersAgreement.