Common use of Procedure for Direct Claims Clause in Contracts

Procedure for Direct Claims. A Claim for indemnification for any matter not involving a Third Party Claim (a “Direct Claim”) may be asserted by notice from an Indemnified Party to the Indemnifying Party, which notice shall set forth in detail the facts and circumstances with respect to the subject matter of such Direct Claim and shall indicate the amount of Losses (estimated, to the extent that Losses in respect of such Direct Claim are reasonably capable of being estimated). With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Direct Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim, the Invesque Parties and the Agent shall jointly instruct the Indemnity Escrow Agent to release from the Indemnity Escrow Account, in accordance with the terms of the Plan of Arrangement and the Indemnity Escrow Agreement, a number of Invesque Shares as is sufficient to satisfy the agreed upon amount of the Direct Claim. If agreement cannot be

Procedure for Direct Claims. A Any Claim for indemnification for any matter not involving (other than a Third Third-Party Claim covered by Section 7.3(c)) by an Indemnified Party on account of a Loss that has been or may be sustained, suffered or incurred by, or imposed on, the Indemnified Party (a “Direct Claim”) may shall be asserted by notice from an the Indemnified Party giving the Indemnifying Party a Claim Notice; provided, however, any delay or failure to give such a Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations except and only to the extent, if at all, that the Indemnifying Party, which notice shall set forth in detail the facts and circumstances with respect to the subject matter Party has been materially prejudiced by reason of such delay or failure. Each Claim Notice shall describe the Direct Claim in reasonable detail and shall indicate the amount estimated amount, if reasonably practicable to do so, of Losses the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have twenty (estimated, 20) days after its receipt of a Claim Notice to the extent that Losses respond in respect of writing to such Direct Claim are reasonably capable of being estimated). With respect to any Direct Claimand, following receipt of notice from failing a written response, or if the Indemnifying Party and the Indemnified Party of the Direct Claim, agree that an Indemnified Party is entitled to recover any amounts pursuant to this Agreement then the Indemnifying Party shall have thirty (30) days deliver such amounts by wire transfer of immediately available U.S. Dollars to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon an account designated by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim, the Invesque Parties and the Agent shall jointly instruct the Indemnity Escrow Agent to release from the Indemnity Escrow Account, in accordance with the terms of the Plan of Arrangement and the Indemnity Escrow Agreement, a number of Invesque Shares as is sufficient to satisfy the agreed upon amount of the Direct Claim. If agreement cannot beParty.