Common use of Procedure for Direct Claims Clause in Contracts

Procedure for Direct Claims. (i) Any Direct Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party (each a “Direct Claim Notice”). Each Direct Claim Notice shall set forth with reasonable specificity the basis of the claim for indemnification. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Direct Claim Notice Period”) within which to respond to a Direct Claim Notice. If the Indemnifying Party does not respond in writing within the Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall be free to pursue all remedies under Section 9.11. To the extent that any ICF Indemnitees prevail in a Direct Claim (or the Shareholders concede, or otherwise do not timely respond to a Direct Claim Notice made by ICF) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to ICF from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Shareholders or the Shareholders’ Representative. Notwithstanding the foregoing, in the event that a Direct Claim is in excess of the General Indemnity Escrow, the Shareholders shall be and remain jointly and severally liable for any or all of the Direct Claim (but ICF shall in no event have recourse to the Leasehold Escrow in respect of the Direct Claim except to the extent a Direct Claim relates to Leasehold Obligations).

Procedure for Direct Claims. (i) Any Direct Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party (each a “Direct Claim Notice”), setting forth in reasonable detail the basis for the claim and a reasonable estimate of the amount of such claim, if estimable. Each Direct Claim Notice The Indemnified Party shall set forth provide the Indemnifying Party with reasonable specificity access to information and records necessary for the basis of Indemnifying Party to evaluate the claim for indemnificationclaim. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Direct Claim Notice Period”) within which to respond to a Direct Claim Notice. If the Indemnifying Party does not respond in writing within the Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall be free to pursue all remedies under Section 9.1112.8. To the extent that any ICF ATS Indemnitees prevail in a Direct Claim (or the Shareholders Principal Stockholders concede, or otherwise do not timely respond to a Direct Claim Notice made by ICF) ATS), then the Direct Claim shall be satisfied from an offset against the General Indemnity Escrow (and the Escrow Agent shall pay to ICF from the General Indemnity Escrow the amount of the Direct Claim) Promissory Notes with no further action required by the Shareholders or the Shareholders’ RepresentativePrincipal Stockholders. Notwithstanding the foregoing, but subject to Section 10.2(f), in the event that a Direct Claim is in excess of the General Indemnity Escrowamount of the Promissory Notes, the Shareholders Principal Stockholders shall be and remain jointly severally, and severally not jointly, liable for any or all the amount of the Direct Claim (but ICF shall in no event have recourse to the Leasehold Escrow in respect of the Direct Claim except to the extent a Direct Claim relates to Leasehold Obligations)such excess.

Procedure for Direct Claims. (i) Any Direct Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party (each a “Direct Claim Notice”). Each Direct Claim Notice shall set , setting forth with in reasonable specificity detail the basis for the claim and a reasonable estimate of the claim for indemnificationamount of such claim, if estimable. The Indemnifying Party shall have a period of twenty thirty (2030) Business Days from the date of receipt (the “Direct Claim Notice Period”) within which to respond to a Direct Claim Notice. If the Indemnifying Party does not respond in writing within the Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall be free to pursue all remedies under Section 9.11this Agreement. To the extent that any ICF NovaBay Indemnitees prevail in a Direct Claim (or the Shareholders Sellers concede, or otherwise do not timely respond to a Direct Claim Notice made by ICF) then NovaBay), then, subject to the limitations set forth in this Article 10, the Direct Claim shall be first satisfied from an offset against the General Indemnity Escrow (Amount, then if the Direct Claim exceeds the Escrow Amount, then the remainder of such Direct Claim, may be, at NovaBay’s option, satisfied by any earned Year 1 Earn Out and/or Year 2 Earn Out; for the avoidance of doubt, NovaBay may alternatively opt to pursue indemnification from the Sellers and the Escrow Agent shall pay Founders directly subject to ICF from the General Indemnity Escrow limitations set forth in this Article 10. Subject to the amount of the Direct Claim) with no further action required by the Shareholders or the Shareholders’ Representative. Notwithstanding the foregoing, limitations set forth in the event that a Direct Claim is in excess of the General Indemnity Escrowthis Article 10, the Shareholders Sellers and the Founders shall be and remain jointly and severally liable for any or all the amount of such excess of the Direct Claim (but ICF shall in no event have recourse to once the Leasehold Escrow in respect of the Direct Claim except to the extent a Direct Claim relates to Leasehold Obligations)Amount is exhausted.

Procedure for Direct Claims. (i) Any Direct Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party (each a “Direct Claim Notice”). Each Direct Claim Notice shall set forth with reasonable specificity the basis of the claim for indemnification. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Direct Claim Notice Period”) within which to respond to a Direct Claim Notice. If the Indemnifying Party does not respond in writing within the Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall be free to pursue all remedies under Section 9.1111.11. To the extent that any ICF FSAC Indemnitees prevail in a Direct Claim (or the Shareholders concedeShareholders’ Representative concedes (on behalf of the Shareholders), or otherwise do does not timely respond to a Direct Claim Notice made by ICFFSAC) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to ICF FSAC from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Shareholders Shareholders, or the Shareholders’ Representative. Notwithstanding the foregoing, in In the event that a Direct Claim is in excess of the General Indemnity Escrow, the Shareholders Founders shall be and remain jointly and severally liable for any or all of the Direct Claim (but ICF shall in no event have recourse such excess, subject to the Leasehold Escrow in respect limitations of the Direct Claim except to the extent a Direct Claim relates to Leasehold Obligationsthis ARTICLE IX, including without limitation, Sections 9.2(e) and 9.2(f).

Procedure for Direct Claims. (i) Any Direct Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party (each a “Direct Claim Notice”). Each Direct Claim Notice shall set forth with reasonable specificity the basis of the claim for indemnification. The Indemnifying Party shall have a period of twenty (20) Business Days from the date of receipt (the “Direct Claim Notice Period”) within which to respond to a Direct Claim Notice. If the Indemnifying Party does not respond in writing within the Direct Claim Notice Period, then the Indemnifying Party shall be deemed to have accepted responsibility for the claimed indemnification and shall have no further right to contest the validity of that claim. If the Indemnifying Party does respond in writing within the Direct Claim Notice Period, and rejects the claim in whole or in part, the Indemnified Party shall be free to pursue all remedies under Section 9.1111.11. To the extent that any ICF Indemnitees prevail in a Direct Claim (or the Shareholders concedeShareholder’s Representative concedes (on behalf of the Shareholder and/or the Founders), or otherwise do does not timely respond to a Direct Claim Notice made by ICF) then the Direct Claim shall be satisfied from the General Indemnity Escrow (and the Escrow Agent shall pay to ICF from the General Indemnity Escrow the amount of the Direct Claim) with no further action required by the Shareholders Shareholder, the Shareholder’s Representative, or the Shareholders’ RepresentativeFounders. Notwithstanding the foregoing, in In the event that a Direct Claim is in excess of the General Indemnity Escrow, the Shareholders Founders (but not the Shareholder) shall be and remain jointly and severally liable for any or all of the Direct Claim (but ICF shall in no event have recourse such excess, subject to the Leasehold Escrow in respect limitations of the Direct Claim except to the extent a Direct Claim relates to Leasehold Obligationsthis Article IX, including, without limitation, Sections 9.2(e) and 9.2(f).