Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify the Indemnitor in writing as promptly as practicable following its discovery of any matter for which the Indemnitee may seek indemnification pursuant to this Article IX that does not involve a Third-Party Claim. Such notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail, as applicable, each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of such failure or delay. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days following delivery of the Notice of Claim, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing as promptly as practicable following of its discovery of any matter for which the Indemnitor may be liable to the Indemnitee may seek indemnification pursuant to this Article IX hereunder that does not involve a Third-Third Party Claim. Such notice , which Claim Notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail, as applicable, detail each individual item of Loss included in the amount so stated, the date such item was incurred or paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of representation, warranty, breach of covenant or claim agreement to which each such item is related and the computation of the amount to which such the Indemnitee claims to be entitled under this Agreement; providedhereunder(in each case to the extent determinable). Notwithstanding the foregoing, however, that a in no event shall the failure or delay by of an Indemnitee to provide such notice as promptly as practicable shall not notify the Indemnitor per the terms of the immediately preceding sentence affect the Indemnitee’s rights or obligations of such Indemnitee to be indemnified hereunder, unless (and then only to the extent that) the Indemnitor shall have been is materially prejudiced as a result of such failure or delaythereby. If In the event that the Indemnitor does not acknowledge in writing its obligation to indemnify notify the Indemnitee with respect to that it disputes such Losses claim within 30 45 days following delivery receipt of such Claim Notice, the claim specified therein shall be deemed a liability of the Notice of ClaimIndemnitor hereunder (subject to the limitations set forth in this Article VIII, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available under this Agreementapplicable). The Indemnitee will shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will shall include providing reasonable access to, to and copies of, of information, records and documents relating to such matters, furnishing employees to reasonably (in the view of the providing party) assist in the investigation, defense and resolution of such matters and providing reasonable (in the view of the providing party) legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing as promptly as practicable following of its discovery of any matter for which the Indemnitee may seek indemnification pursuant to this Article IX that does not involve a Third-Third Party Claim, such notice to contain the information set forth in the following sentence. Such notice The Notice of Claim shall (ai) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (bii) specify in reasonable detail, as applicable, detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee hereunder. Failure to provide such give notice as promptly as practicable in accordance with the foregoing shall not affect the rights or Indemnitor’s obligations of such Indemnitee unless hereunder, except to the extent the Indemnitor shall have been is prejudiced as a result of by such failure or delayfailure. If the Indemnitor does not acknowledge in writing its obligation to indemnify notify the Indemnitee with respect to that it disputes such Losses claim within 30 thirty (30) days following delivery receipt of the Notice of Claim, the Indemnitor will claim specified therein shall be deemed a liability of the Indemnitor hereunder (subject to have rejected such claimthe Indemnity Cap and the other limitations set forth in Section 10.2(b), in which event the Indemnitee will be free to pursue such remedies as may be available under this Agreementapplicable). The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing provide reasonable access to, to and copies of, of information, records and documents relating to such mattersthe matters described in this Section 10.5, provided, however, that if the Parties are in an adversarial relationship in litigation, the furnishing employees of information, records and documents in accordance with any provision herein, shall be subject to assist in the investigation, defense applicable rules relating to discovery and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual outattorney-of-pocket expenses)client privilege.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify will provide written notice to the Indemnitor promptly, and in writing as promptly as practicable any event within 30 days, following its discovery of any matter for which the Indemnitee Indemnitor may seek indemnification pursuant to this Article IX be liable hereunder that does not involve a Third-Third Party Claim. Such notice , which Claim Notice shall (ai) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such the Indemnitee is entitled to indemnification pursuant to this Agreementhereto, and (bii) specify in reasonable detail, as applicable, detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentationrepresentation, breach of warranty, breach of covenant or claim agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of such failure or delayhereunder. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days following delivery after its receipt of the Notice of ClaimClaim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this AgreementArticle VIII except to the extent that the Indemnitor is prejudiced by such failure. The Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, to and copies of, of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify will deliver a Claims Notice to the Indemnitor in writing as promptly as practicable following its discovery the Indemnitee’s first obtaining knowledge of any matter for which the Indemnitor may be liable to the Indemnitee may seek indemnification pursuant to this Article IX hereunder that does not involve a Third-Third Party Claim. Such notice , which Claims Notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail, as applicable, each individual item of Loss included in the amount so stated, the date such item Loss was paid or properly accruedincurred. Subject to Section 10.1, the basis for failure of any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless so notify the Indemnitor shall have been not relieve the Indemnitor of its indemnification obligations hereunder except to the extent that the Indemnitor is actually prejudiced as a result of by such failure or delayfailure. If the Indemnitor does not acknowledge in writing its obligation to indemnify notify the Indemnitee with respect to such Losses within 30 sixty (60) days following delivery its receipt of such Claims Notice that the Notice of ClaimIndemnitor disputes its liability to the Indemnitee, the Indemnitor Indemnitee will be deemed to have rejected admitted liability with respect to such claimLosses. If the Indemnitor timely disputes such Claims Notice, in which event the Indemnitee will be free shall provide reasonable cooperation and assistance to pursue such remedies as may be available under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any such claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will shall include providing reasonable access to, to and copies ofof information, informationbooks, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify will provide written notice to the Indemnitor in writing as promptly as practicable following its discovery of any matter for which the Indemnitee Indemnitor may seek indemnification pursuant to this Article IX be liable hereunder that does not involve a Third-Third Party Claim. Such notice , which Claim Notice shall (ai) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such the Indemnitee is entitled to indemnification pursuant to this Agreementhereto, and (bii) specify in reasonable detail, as applicable, detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentationrepresentation, breach of warranty, breach of covenant or claim agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; providedhereunder (in the case of the amount of Losses, however, that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of such failure or delayextent reasonably available and known). If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days following delivery after its receipt of the Notice of ClaimClaim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this AgreementArticle VIII except to the extent that the Indemnitor is prejudiced by such failure. The Subject to Section 8.11, the Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such Subject to Section 8.11, such assistance and cooperation will include providing reasonable access to, to and copies of, of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing as promptly as practicable following of its discovery of any matter for which the Indemnitee may seek indemnification pursuant to this Article IX that does not involve a Third-Third Party Claim, such notice to contain the information set forth in the following sentence; provided that any Notice of Claim required to be provided to the Company Stockholders, the Company Optionholders and RSU Holders as Indemnitors pursuant to Section 12.2 shall be delivered to the Stockholder Representative; provided, further, that the failure to provide the Notice of Claim shall not release any Indemnitor from any of its, his or her obligations under this Article XII except to the extent that such Indemnitor has been actually and materially prejudiced by such failure. Such notice The Notice of Claim shall (ai) state that the Indemnitee has paid paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, (ii) state the amount of such Losses to the extent known, and (biii) specify in reasonable detail, as applicable, each individual item of Loss included in detail the amount so stated, material facts known to the date Indemnitee giving rise to such item was paid or properly accrued, the basis for any anticipated liability claim and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that hereunder. The Indemnitor shall have twenty (20) days after receipt of any notice for a failure or delay claim by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of such failure or delay. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days following delivery of the Notice of Claim, the Indemnitor will be deemed to have rejected dispute such claim, in which event the Indemnitee will be free to pursue such remedies as may be available under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, to and copies of, of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. If the Indemnitor fails to dispute such claim within the twenty day period specified above, or upon a final resolution of any dispute in each case without expense favor of an Indemnitee (other than reimbursement a “Resolved Claim”), such claim specified by the Indemnitee shall be conclusively deemed Losses subject to indemnification under this Article XII, and, to the extent such Losses are not satisfied by a distribution from the Escrow Fund, the Indemnitor(s) shall, within five (5) Business Days, make payment by wire transfer to a bank account designated in writing by such Indemnitee (such designation to be made at least two (2) Business Days prior to the date such payment is due) in immediately available funds of such amount, together with interest thereon at a rate equal to the rate of interest from time to time announced by ▇▇▇▇▇ Fargo Bank, N.A., as its prime rate, calculated on the basis of the actual out-of-pocket expenses)number of days elapsed from the Closing Date to the date of payment.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall will notify the Indemnitor in writing as promptly as practicable following with reasonable promptness of its discovery of any matter for which claim against the Indemnitee may seek indemnification pursuant to Indemnitor under this Article IX XIV that does not involve a Third-Third Party Claim, such notice to contain the information set forth in the following sentence. Such notice The failure by any Indemnitee so to notify the Indemnitor shall not relieve the Indemnitor from any liability that it may have to such Indemnitee under this Article XIV, except to the extent that the Indemnitor demonstrates that it has been actually and materially prejudiced by such failure. The Notice of Claim shall (ai) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (bii) specify in reasonable detail, as applicable, detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, hereunder. In the event that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of such failure or delay. If the Indemnitor does not acknowledge in writing its obligation to indemnify notify the Indemnitee with respect to that it disputes such Losses claim within 30 days following delivery from receipt of the such Notice of Claim, the claim specified therein shall be conclusively deemed a liability of the Indemnitor will be deemed hereunder (subject to have rejected the ARA/AII Indemnity Cap, the GDC Indemnity Cap and the other limitations set forth in Sections 14.01 and 14.02, as applicable) and the Indemnitor shall pay the amount of such claimliability to the Indemnitee on demand or, in the case of any Notice of Claim in which event the Indemnitee will be free to pursue amount of the claim (or any portion thereof) is estimated, on such remedies as may be available under this Agreementlater date when the amount of such claim (or such portion thereof) becomes finally determined. The Indemnitee Indemnitee, at the Indemnitor’s sole expense, will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, to pertinent personnel and to copies of, of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify Parent Indemnified Person will deliver a written notice to the Indemnitor in writing Indemnifying Person as promptly as reasonably practicable following its discovery the Parent Indemnified Person’s first obtaining actual knowledge of any a matter for which the Indemnitee may seek indemnification pursuant Indemnifying Person would be required to this Article IX indemnify the Parent Indemnified Person hereunder that does not involve a Third-Third Party Claim. Such notice Subject to Section 10.1, the failure of any Parent Indemnified Person to so notify the Indemnifying Person shall (a) state not relieve the Indemnifying Person of its indemnification obligations hereunder except to the extent that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which Indemnifying Person is actually and materially prejudiced by such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail, as applicable, each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of such failure or delayfailure. If the Indemnitor Indemnifying Person does not acknowledge in writing notify the Parent Indemnified Person within fifteen (15) Business Days following its obligation receipt of such written notice that the Indemnifying Person disputes its liability to indemnify the Indemnitee with respect to such Losses within 30 days following delivery of the Notice of ClaimParent Indemnified Person, the Indemnitor Indemnifying Person will be deemed to have rejected admitted liability with respect to such Losses. If the Indemnifying Person timely disputes such claim, the Parent Indemnified Person shall provide the Indemnifying Person with such information and records as the Indemnifying Person may reasonably request in which event the Indemnitee will be free order to pursue such remedies as may be available under this Agreement. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining determine the validity of any such claim for indemnity by the Indemnitee Parent Indemnified Person, subject to the Access and in otherwise resolving such mattersAssistance Limitations. Such assistance and cooperation will shall include providing reasonable access to, to and copies ofof information, informationbooks, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. For purposes of this Section 6.16, if the Merger Participants, collectively, comprise the Indemnifying Person, then in each such case without expense all references to such Indemnifying Person (other than reimbursement except for provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Seller Representative acting on behalf of actual out-of-pocket expenses)such Indemnifying Person.