Common use of Objecting to a Claim for Indemnification Clause in Contracts

Objecting to a Claim for Indemnification. (i) The Indemnifying Party may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Escrow Agent and the Indemnified Party a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, that to be effective, such Objection Notice must (A) be delivered to the Escrow Agent and the Indemnified Party prior to 5 p.m. (New York time) on the fifteenth calendar day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. (ii) To the extent the Indemnifying Party does not object in writing (as provided in Section7.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within fifteen calendar days of a claim becoming an Unobjected Claim, the Indemnifying Party shall make the applicable payment to such Indemnified Party, subject to Sections 7.3 and 7.4(e).

Objecting to a Claim for Indemnification. (i) The applicable Indemnifying Party may object object, in whole or in part, to a claim for indemnification set forth in an Officer’s Certificate a Claims Notice by delivering to the Escrow Agent and the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate Claims Notice (an “Objection Notice”); provided, that that, to be effective, such Objection Notice must (A) be delivered to the Escrow Agent and the Indemnified Party pursuant to Section 10.1 prior to 5 5:00 p.m. (New York time) time on the fifteenth calendar thirtieth (30th) day following the Claim Date of the Officer’s Certificate Claims Notice (such deadline, the “Objection Deadline” for such Officer’s Certificate Claims Notice and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claims claim in respect of which the objection is made. (ii) To the extent the applicable Indemnifying Party does not object in writing (as provided in Section7.4(b)(iSection 8.4(b)(i)) to the claims contained in an Officer’s Certificate a Claims Notice prior to the Objection Deadline for such Officer’s CertificateClaims Notice, such failure to so object shall be an irrevocable acknowledgment by the applicable Indemnifying Party that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate Claims Notice (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties Party (any such claim, an “Unobjected Claim”). Within fifteen calendar thirty (30) days of a claim becoming an Unobjected Claim, the applicable Indemnifying Party shall make the applicable payment payments to such Indemnified Party, subject to Sections 7.3 Section 8.4(e) and 7.4(e)Section 8.5.