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

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty (60) days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within sixty (60) days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder and the Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to an Indemnitee, the Parties shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right to pursue all available remedies to resolve such dispute.

Indemnification Procedures for Non-Third Party Claims. In The Purchaser Indemnitee will notify the event Sellers’ Representative, the ▇▇ ▇▇▇▇▇▇▇ Sellers (or another designee of a claim the ▇▇ ▇▇▇▇▇▇▇ Sellers identified in writing to Purchaser by the Seller’s Representative) and the Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against itClaim, such notice to contain the Indemnitee shall send a information set forth in the following sentence; provided, however, that the failure to provide the Notice of Claim shall not release any Seller from any of its, his or her obligations under this Article XI except to the Indemnitorextent that it has been actually and materially prejudiced by such failure. The Notice of Claim shall set forth (i) state that the amountIndemnitee has paid, if knownsuffered, orreserved 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, if not known, an estimate of (ii) state the foreseeable amount of claimed Losses (which estimate shall not be conclusive of the final amount of such LossesLosses to the extent known, and (iii) specify in reasonable detail the material facts known to the Indemnitee giving rise to such claim and a description the nature of the basis 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 hereunder. The Sellers’ Representative on behalf of the Sellers in the case of a claim under Section 11.2(a), the Sellers’ Representative or ▇▇ ▇▇▇▇▇▇▇ Sellers (or another designee of the ▇▇ ▇▇▇▇▇▇▇ Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the ▇▇ ▇▇▇▇▇▇▇ Sellers in the case of a claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c), shall have twenty (20) days after receipt of any notice for a claim by an Indemnitee to dispute such claim. The Indemnitor will have sixty (60) days from receipt of such Notice of Claim to dispute the claim and Indemnitee will reasonably cooperate and assist the Indemnitee Sellers’ Representative, ▇▇ ▇▇▇▇▇▇▇ Sellers and Management Blocker Sellers (or their respective designees) in determining the validity of the any claim for indemnityindemnity 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. If the Indemnitor does not give notice Sellers’ Representative, on behalf of the Sellers, in the case of a claim under Section 11.2(a), the Sellers’ Representative or ▇▇ ▇▇▇▇▇▇▇ Sellers (or another designee of the ▇▇ ▇▇▇▇▇▇▇ Sellers identified in writing to Purchaser by the Indemnitee that it disputes Seller’s Representative) on behalf of the ▇▇ ▇▇▇▇▇▇▇ Sellers in the case of a claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c) fails to dispute such claim within sixty the twenty day period specified above, or upon a final resolution of any dispute in favor of an Indemnitee (60) days after its receipt of the Notice of a “Resolved Claim”), the such claim specified in such Notice of Claim will by the Indemnitee shall be conclusively deemed a Loss Losses subject to indemnification hereunder and the Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to an Indemnitee, the Parties shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right to pursue all available remedies to resolve such disputeunder this Article XI.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall promptly send a Notice written notice of Claim claim to, in the case of a Parent Indemnitee, the Stockholders’ Representative, and in the case of a Stockholder Indemnitee, Parent; provided that the failure or delay in notifying such Person of such claim will not relieve the Indemnitor of any Liability the Indemnitor may have to the IndemnitorIndemnitee, except and only to the extent that the Indemnitor has been materially prejudiced by such failure. The Notice notice of Claim claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty thirty (6030) days from receipt of such Notice notice of Claim claim to dispute the claim claim, and will reasonably cooperate and assist the Indemnitee parties thereafter shall attempt to resolve the dispute by negotiation in determining good faith; provided, that if the validity parties are unable to reach agreement within sixty (60) days of such notice, the claim dispute shall be submitted for indemnityfinal adjudication to the applicable court sitting in the State of Delaware in accordance with Section 10.6. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within sixty thirty (6030) days after its receipt of the Notice notice of Claimclaim, the claim specified in such Notice notice of Claim claim will be conclusively deemed a Loss subject to indemnification hereunder and the Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to an Indemnitee, the Parties shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right to pursue all available remedies to resolve such disputehereunder.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give written notice to the Indemnitee that it disputes such claim within sixty (60) 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder hereunder. Notwithstanding the foregoing, in the case of any Seller, Sellers’ Representative shall act on behalf of such Sellers for the purposes of this Section 8.06 and the Indemnitor any actions taken (or not taken) by Sellers’ Representative on behalf of any such Seller shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to binding on such Seller as an Indemnitor or Indemnitee, as the Parties shall have thirty (30) days case may be, hereunder. All notices to resolve any Seller under this Section 8.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right notice to pursue all available remedies to resolve such disputeany specific Seller.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim. If the Indemnitor gives notice that it disputes such claim within 30 days from receipt of such Notice of Claim, the Indemnified Party and will reasonably cooperate the Indemnitor Party shall then negotiate in good faith a resolution of any claims that the Indemnitor did not deem to have conceded in its notice of dispute for a period of thirty (30) days after such notice is provided by the Indemnitor. If the Indemnitor and assist the Indemnitee Indemnified Party are unable to resolve any such disputed claim(s) within such time period, the Indemnified Party may thereafter pursue any legal remedies available to the Indemnified Party against the Indemnitor with respect to the unresolved claim(s) in determining the validity of the claim for indemnityaccordance with this Agreement. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within sixty (60) 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder and the Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to an Indemnitee, the Parties shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right to pursue all available remedies to resolve such disputehereunder.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice notice of Claim claim to the Indemnitor. The Notice notice of Claim claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and ), as well as a description of the basis for such claimclaim in reasonable detail, to the extent then known, and each individual item of Loss included in the amount or estimate so stated, the date such item was paid or properly accrued, if applicable, 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 hereunder, to the extent known or reasonably estimable. The Indemnitor will have sixty (60) 30 days from receipt of such Notice notice of Claim claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within sixty (60) 30 days after its receipt of the Notice notice of Claimclaim, the claim specified in such Notice notice of Claim claim will be conclusively deemed a Loss subject to indemnification hereunder and the Indemnitor shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to an Indemnitee, the Parties shall have thirty (30) days to resolve any such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right to pursue all available remedies to resolve such disputehereunder.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give written notice to the Indemnitee that it disputes such claim within sixty (60) 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder hereunder. Notwithstanding the foregoing, in the case of any Majority Stockholder, Sellers’ Representative shall act on behalf of such Majority Stockholders for the purposes of this Section 9.06 and the Indemnitor any actions taken (or not taken) by Sellers’ Representative on behalf of any such Majority Stockholder shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to binding on such Majority Stockholder as an Indemnitor or Indemnitee, as the Parties shall have thirty (30) days case may be, hereunder. All notices to resolve any Majority Stockholder under this Section 9.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right notice to pursue all available remedies to resolve such disputeany specific Majority Stockholder.

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have sixty (60) 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. During such 30-day period, the Indemnitee shall allow the Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnitee shall provide such information with respect thereto, as the Indemnitor or any of its professional advisors may reasonably request. If the Indemnitor does not give written notice to the Indemnitee that it disputes such claim within sixty (60) 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder hereunder. Notwithstanding the foregoing, in the case of any Stockholder, Sellers’ Representative shall act on behalf of such Stockholders for the purposes of this Section 8.06 and the Indemnitor any actions taken (or not taken) by Sellers’ Representative on behalf of any such Stockholder shall be obligated to pay the Indemnitee the amount set forth in the Notice of Claim within sixty (60) days after the date that the Notice of Claim had been given to the Indemnitor. In the event that a notice of dispute is timely given to binding on such Stockholder as an Indemnitor or Indemnitee, as the Parties shall have thirty (30) days case may be, hereunder. All notices to resolve any Stockholder under this Section 8.06 may be provided by Buyer to Sellers’ Representative in lieu of providing such dispute. In the event that such dispute is not resolved by such Parties within such period, the Parties shall have the right notice to pursue all available remedies to resolve such disputeany specific Stockholder.