Common use of Indemnification Procedures for Direct Claims Clause in Contracts

Indemnification Procedures for Direct Claims. If an Indemnified Party determines that it may have a claim for indemnification under this ARTICLE VIII that does not involve a Third-Party Claim (a “Direct Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, but in any event not later than 15 days after the Indemnified Party first learns of the facts and circumstances on which such Direct Claim is based; provided, however, that the failure of the Indemnified Party to give such notice within such 15-day period shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of the Indemnifying Party. Such notice shall describe such Direct Claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or are reasonably expected to be sustained by the Indemnified Party in connection with such Direct Claim. The Indemnifying Party shall have 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters or circumstances alleged to give rise to such Direct Claim and whether and to what extent any amount is payable in respect of such Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by providing such information and assistance (including reasonable access, upon reasonable notice and during normal business hours, to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records related to such Direct Claim) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such Direct Claim. If the Indemnifying Party rejects all or any part of such Direct Claim, the Indemnified Party shall be free to pursue such remedies as may be available to it under this Agreement with respect to the rejected portion of such Direct Claim.

Indemnification Procedures for Direct Claims. If (a) Any claim by an Indemnified Party determines that it may have to the extent on account of a claim for indemnification under this ARTICLE VIII that Loss which does not involve result from a Third-Third Party Claim (a “Direct Claim”), ) shall be asserted by the Indemnified Party shall give giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 15 days after the Indemnified Party first learns of the facts and circumstances on which such Direct Claim is based; provided, however, that the . The failure of the Indemnified Party to give such prompt written notice within such 15-day period shall not relieve the Indemnifying Party of its indemnification obligations hereunder obligations, except and only to the extent that such failure prejudices the rights of the Indemnifying PartyParty has been materially prejudiced thereby of limitations for the claim. Such notice by the Indemnified Party shall describe such the Direct Claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party)detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Losses Loss that have has been or are reasonably expected to may be sustained by the Indemnified Party in connection with such Direct ClaimParty. The Indemnifying Party shall have 60 thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters matter or circumstances circumstance alleged to give rise to such the Direct Claim Claim, and whether and to what extent any amount is payable in respect of such the Direct Claim, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by providing giving such information and assistance (including reasonable access, upon reasonable notice and during normal business hours, access to the Indemnified Party’s premises and personnel during normal business hours and after advance notice and the right to examine and copy any accounts, documents or records related to such Direct Claimrecords) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such 60-thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such Direct Claim. If the Indemnifying Party rejects all or any part of such a Direct Claim, the Indemnified Parties shall attempt in good faith for thirty (30) days (or such longer period as agreed in writing by the Parties) to resolve such Direct Claim. If no such agreement can be reached through good faith negotiation within such thirty (30) day period, either Party shall be free to pursue such may commence a Legal Proceeding or other remedies as may be available to it under them in accordance with the terms of this Agreement with respect to the rejected portion of such Direct ClaimAgreement.

Indemnification Procedures for Direct Claims. If an Indemnified Party determines that it may have a claim Upon the occurrence of any event or circumstance for which indemnification is believed to be due under this ARTICLE VIII that does not involve a Agreement (other than Third-Party Claim (a “Direct Claim”Claims), the Indemnified Party shall give the Indemnifying Party prompt provide written notice thereof, but in any of such event not later than 15 days after or circumstance (the Indemnified Party first learns of the facts and circumstances on which such Direct “Claim is based; provided, however, that the failure of the Indemnified Party Notice”) to give such notice within such 15-day period shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of the Indemnifying Party. Such Claim Notice shall state in general terms the circumstances giving rise to the claim and, to the extent known, specify the amount of the claim (or an estimate thereof) (the “Claim Amount”). Within 30 days after delivery of a Claim Notice, if one of the Sellers is the Indemnifying Party, the Sellers shall deliver to the Buyers a written response in which the Sellers shall (A) agree that such Buyer Indemnified Party is entitled to receive all of the Claim Amount (in which case such response shall be accompanied by instructions (in accordance with the Escrow Agreement) to the Escrow Agent to release funds from the General Escrow Account to the Buyer Indemnified Party in an amount equal to the Claim Amount (or if the General Escrow Account shall be less than the Claim Amount, the amount of the General Escrow Account), by check or by wire transfer), (B) agree that such Buyer Indemnified Party is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) (in which case such response shall be accompanied by instructions (in accordance with the Escrow Agreement) to the Escrow Agent to release funds from the General Escrow Account to the Buyer Indemnified Party in an amount equal to the Agreed Amount (or if the General Escrow Account shall be less than the Agreed Amount, the amount of the General Escrow Account), by check or by wire transfer) or (C) contest that such Buyer Indemnified Party is entitled to receive any of the Claim Amount. Any such notice that contests the Claim Notice shall describe such Direct Claim in reasonable detail and general terms the basis for indemnification (taking into account the information then available to the Indemnified Party), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or are reasonably expected to be sustained by the Indemnified Party in connection with such Direct Claim. The Indemnifying Party shall have 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters or circumstances alleged to give rise to such Direct Claim and whether and to what extent any amount is payable in respect of such Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by providing such information and assistance (including reasonable access, upon reasonable notice and during normal business hoursobjection and, to the Indemnified Party’s premises and personnel and extent known, the right to examine and copy any accounts, documents amount of the claim (or records related to such Direct Claiman estimate thereof) as the Indemnifying Party or any of its Representatives may reasonably request. If that the Indemnifying Party does not so respond believe should be subject to indemnification. Upon receipt of any such dispute notice, the Indemnified Party and the Indemnifying Party shall endeavor in good faith to arrive at a mutually acceptable resolution within thirty (30) days of receipt of such dispute notice. If a resolution is not reached within such 60-day thirty (30)-day period, then either party may commence litigation. If it is finally determined (through either agreement of the parties or otherwise) that all or a portion of the Claim Amount is owed to the Indemnified Party, the Indemnifying Party shall be deemed to have rejected such Direct Claim. If the Indemnifying Party rejects all or any part shall, within ten (10) days of such Direct Claimdetermination, pay (and/or direct the Escrow Agent to pay to the extent funds are available therefore) the Indemnified Party shall be free to pursue such remedies as may be available to it under this Agreement with respect to the rejected portion of such Direct Claimapplicable amount.

Indemnification Procedures for Direct Claims. If (a) Any claim by an Indemnified Party determines that it may have on account of a claim for indemnification under this ARTICLE VIII that Loss which does not involve result from a Third-Third Party Claim (a “Direct Claim”), ) shall be asserted by the Indemnified Party shall give giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 15 days after the Indemnified Party first learns of the facts and circumstances on which such Direct Claim is based; provided, however, that the . The failure of the Indemnified Party to give such prompt written notice within such 15-day period shall not relieve the Indemnifying Party of its indemnification obligations hereunder obligations, except and only to the extent that such failure prejudices the rights of the Indemnifying PartyParty has been materially prejudiced thereby of limitations for the claim. Such notice by the Indemnified Party shall describe such the Direct Claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party)detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Losses Loss that have has been or are reasonably expected to may be sustained by the Indemnified Party in connection with such Direct ClaimParty. The Indemnifying Party shall have 60 thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters matter or circumstances circumstance alleged to give rise to such the Direct Claim Claim, and whether and to what extent any amount is payable in respect of such the Direct Claim, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by providing giving such information and assistance (including reasonable access, upon reasonable notice and during normal business hours, access to the Indemnified Party’s premises and personnel during normal business hours and after advance notice and the right to examine and copy any accounts, documents or records related to such Direct Claimrecords) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such 60-thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such Direct Claim. If the Indemnifying Party rejects all or any part of such a Direct Claim, the Indemnified Parties shall attempt in good faith for thirty (30) days (or such longer period as agreed in writing by the Parties) to resolve such Direct Claim. If no such agreement can be reached through good faith negotiation within such thirty (30) day period, either Party shall be free to pursue such may commence a Legal Proceeding or other remedies as may be available to it under them in accordance with the terms of this Agreement with respect to the rejected portion of such Direct ClaimAgreement.

Indemnification Procedures for Direct Claims. If an (a) Any Parent Indemnified Party determines that it may have or Company Stockholder Indemnified Party making a claim for indemnification under this ARTICLE VIII that does not involve a Third-Party Section 7.02 or Section 7.03, as applicable (an “Indemnitee”) shall promptly notify the indemnifying party (an “Indemnitor”) and the Stockholders Representative (on behalf of the Company Stockholders), if applicable, in writing (each, an “Indemnification Claim (a “Direct ClaimNotice”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, but describing in any event not later than 15 days after the Indemnified Party first learns of reasonable detail the facts and circumstances on with respect to the subject matter of such claim or demand, including without limitation the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the indemnifiable matter to which such Direct item is related, in each case, to the extent then known or calculable. An Indemnitee shall have the right to update an Indemnification Claim is based; providedNotice from time to time to reflect any change in circumstances following the date hereof by delivering an updated notice. (b) If an Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, however, that the failure of Stockholders Representative) does not object in writing within the Indemnified Party to give such notice within such 1530-day period shall not relieve after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the Indemnifying Party of its indemnification obligations hereunder except facts supporting an objection to the extent that applicable indemnification claim (the “Indemnification Claim Objection Notice”), such failure prejudices to so object shall be an irrevocable acknowledgment by the Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, the Stockholders Representative) that the Indemnitee is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) If an Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, the Stockholders Representative) objects in writing within the 30-day period after receipt of an Indemnification Claim Notice by delivery of an Indemnification Claim Objection Notice, such Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, the Stockholders Representative) and Indemnitee shall attempt in good faith to agree upon the rights of the Indemnifying Party. Such notice shall describe such Direct Claim in reasonable detail and the basis for indemnification (taking into account the information then available respective parties with respect to the Indemnified Party), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or are reasonably expected to be sustained by the Indemnified Party in connection with such Direct Claim. The Indemnifying Party shall have 60 days after its receipt each of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters or circumstances alleged to give rise to such Direct Claim and whether and to what extent any amount is payable in respect of such Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by providing such information and assistance (including reasonable access, upon reasonable notice and during normal business hours, to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records related to such Direct Claim) as the Indemnifying Party or any of its Representatives may reasonably requestclaims. If the Indemnifying Party does not so respond within such 60-day periodIndemnitor (or in the case of any Indemnification Claim Objection Notice given by a Parent Indemnified Party, the Indemnifying Party Stockholders Representative) and Indemnitee should so agree, a memorandum setting forth such agreement shall be deemed to have rejected such Direct Claimprepared and signed by both parties. If no such agreement can be reached after good faith negotiation within 30 days after the Indemnifying Party rejects all or any part receipt of such Direct Claiman Indemnification Claim Objection Notice, the Indemnified Party claim shall be free resolved pursuant to pursue such remedies as may be available to it under this Agreement with respect to the rejected portion Section 11.15. Table of such Direct Claim.Contents

Indemnification Procedures for Direct Claims. If an (a) Any Parent Indemnified Party determines that it may have or Stockholder Indemnified Party making a claim for indemnification under this ARTICLE VIII that does not involve a Third-Party Sections 7.02 or 7.03 (an “Indemnitee”) shall promptly notify the indemnifying party (an “Indemnitor”) and the Stockholders Representative (on behalf of the Stockholders), if applicable, in writing (each, an “Indemnification Claim (a “Direct ClaimNotice”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, but describing in any event not later than 15 days after the Indemnified Party first learns of reasonable detail the facts and circumstances on which with respect to the subject matter of such Direct claim or demand. An Indemnitee shall have the right to update an Indemnification Claim is based; providedNotice from time to time to reflect any change in circumstances following the date hereof, howeverbut any such update shall be treated as a new claim for indemnification for purposes of Section 7.01. (b) If an Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, the Stockholders Representative) does not object in writing within the thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts supporting an objection to the applicable indemnification claim (the “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, the Stockholders Representative) that the failure Indemnitee is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) If an Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party Party, the Stockholders Representative) objects in writing within the thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of an Indemnification Claim Objection Notice, such Indemnitor (or in the case of any Indemnification Claim Notice given by a Parent Indemnified Party, the Stockholders Representative) and Indemnitee shall attempt in good faith to give such notice within such 15-day period shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such failure prejudices agree upon the rights of the Indemnifying Party. Such notice shall describe such Direct Claim in reasonable detail and the basis for indemnification (taking into account the information then available respective parties with respect to the Indemnified Party), shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or are reasonably expected to be sustained by the Indemnified Party in connection with such Direct Claim. The Indemnifying Party shall have 60 days after its receipt each of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters or circumstances alleged to give rise to such Direct Claim and whether and to what extent any amount is payable in respect of such Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by providing such information and assistance (including reasonable access, upon reasonable notice and during normal business hours, to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records related to such Direct Claim) as the Indemnifying Party or any of its Representatives may reasonably requestclaims. If the Indemnifying Party does not so respond within such 60-day periodIndemnitor (or in the case of any Indemnification Claim Objection Notice given by a Parent Indemnified Party, the Indemnifying Party Stockholders Representative) and Indemnitee should so agree, a memorandum setting forth such agreement shall be deemed to have rejected such Direct Claimprepared and signed by both parties. If no such agreement can be reached after good faith negotiation within thirty (30) days after the Indemnifying Party rejects all or any part receipt of such Direct Claiman Indemnification Claim Objection, the Indemnified Party claim shall be free resolved pursuant to pursue such remedies as may be available to it under this Agreement with respect to the rejected portion of such Direct ClaimSection 11.15.

Indemnification Procedures for Direct Claims. If Any claim by an Indemnified Party determines that it may have on account of a claim for indemnification under this ARTICLE VIII that Loss which does not involve result from a Third-Third Party Claim (a “Direct Claim”), ) shall be asserted by the Indemnified Party shall give giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 15 days after the Indemnified Party first learns of the facts and circumstances on which such Direct Claim is based; provided, however, that the . The failure of the Indemnified Party to give such prompt written notice within such 15-day period shall not relieve the Indemnifying Party of its indemnification obligations hereunder obligations, except and only to the extent that such failure prejudices the rights of the Indemnifying PartyParty has been materially prejudiced thereby of limitations for the claim. Such notice by the Indemnified Party shall describe such the Direct Claim in reasonable detail and the basis for indemnification (taking into account the information then available to the Indemnified Party)detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, amount of the Losses Loss that have has been or are reasonably expected to may be sustained by the Indemnified Party in connection with such Direct ClaimParty. The Indemnifying Party shall have 60 thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matters matter or circumstances circumstance alleged to give rise to such the Direct Claim Claim, and whether and to what extent any amount is payable in respect of such the Direct Claim, Claim and the Indemnified Party shall reasonably assist the Indemnifying Party’s investigation by providing giving such information and assistance (including reasonable access, upon reasonable notice and during normal business hours, access to the Indemnified Party’s premises and personnel during normal business hours and after advance notice and the right to examine and copy any accounts, documents or records related to such Direct Claimrecords) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such 60-thirty (30) day period, the Indemnifying Party shall be deemed to have rejected accepted such Direct Claim. If the Indemnifying Party rejects all or any part of such a Direct Claim, the Indemnified Parties shall attempt in good faith for thirty (30) days (or such longer period as agreed in writing by the Parties) to resolve such Direct Claim. If no such agreement can be reached through good faith negotiation within such thirty (30) day period, either Party shall be free to pursue such may commence a Legal Proceeding or other remedies as may be available to it under them in accordance with the terms of this Agreement with respect to the rejected portion of such Direct ClaimAgreement.