Common use of Procedure For Indemnification with Respect to Non-Third Party Claims Clause in Contracts

Procedure For Indemnification with Respect to Non-Third Party Claims. If the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to damages for a non-third-party Indemnifiable Claim, it shall give written notice to the Indemnifying Party specifying the nature and amount of the Indemnifiable Claim asserted. If the Indemnifying Party, within 15 business days after receipt of such notice by the Indemnified Party, has not given written notice to the Indemnified Party announcing its intent to contest such assertion by the Indemnified Party, such assertion shall be deemed accepted and the amount of Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the event, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim by giving such written notice to the Indemnified Party within such 15 business day period, then if the parties, acting in good faith, cannot reach agreement with respect to such Indemnifiable Claim within 20 days after such notice, the contested assertion of the claim shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and any other provision of this Agreement relating to litigation or disputes arising hereunder.

Procedure For Indemnification with Respect to Non-Third Party Claims. If (a) In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to damages for a non-third-party Damages (but excluding Indemnifiable ClaimClaims resulting from the assertion of liability by third parties), it shall give written notice promptly deliver a certificate signed by the Indemnified Party to the Indemnifying Party stating that Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Article 9, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or arose, and the nature and amount of the Indemnifiable misrepresentation, breach of warranty, covenant or claim to which such item is related (also a “Claim assertedNotice”). If the Indemnifying Party, within 15 business twenty (20) days after receipt of receiving such notice by the Indemnified PartyClaim Notice, has not given written notice to the Indemnified Party announcing its intent to contest such assertion by the Indemnified Party, such assertion shall be deemed accepted and the amount of Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the event, however, that . (b) If the Indemnifying Party contests the assertion of an Indemnifiable Claim under Section 9.7(a) by giving such written notice to the Indemnified Party within such 15 business 20-day period, then if the parties, acting parties shall endeavor in good faith, cannot reach agreement with respect faith to such resolve the Indemnifiable Claim. If the parties are unable to resolve the Indemnifiable Claim within 20 twenty (20) days after the Indemnifying Party delivers such notice, the contested assertion then each of the claim parties shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and any other provision of this Agreement relating entitled to litigation or disputes arising hereunderpursue all available remedies to prosecute the Indemnifiable Claim.

Procedure For Indemnification with Respect to Non-Third Party Claims. If (a) In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim giving rise to damages for a non-third-party Damages (but excluding Indemnifiable ClaimClaims resulting from the assertion of liability by third parties), it shall give written notice promptly deliver a Claim Notice to the Indemnifying Party stating that Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Article 6, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or arose, and the nature and amount of the Indemnifiable Claim assertedmisrepresentation, breach of warranty, covenant or claim to which such item is related. If the Indemnifying Party, within 15 business sixty (60) days after receipt of receiving such notice by the Indemnified PartyClaim Notice, has not given written notice to the Indemnified Party announcing its intent to contest such assertion by the Indemnified Party, such assertion shall be deemed accepted and the amount of Indemnifiable Claim shall be deemed a valid Indemnifiable Claim. In the event, however, that . (b) If the Indemnifying Party contests the assertion validity of an Indemnifiable Claim under Section 6.6(a) by giving such written notice to the Indemnified Party within such 15 business 60-day period, then if the parties, acting parties shall endeavor in good faith, cannot reach agreement with respect faith to such resolve the Indemnifiable Claim. If the parties are unable to resolve the validity of the Indemnifiable Claim within 20 sixty (60) days after the Indemnifying Party delivers such notice, the contested assertion then each of the claim parties shall be resolved by litigation as provided in Paragraphs 17.03 and 19.10 hereof and any other provision of this Agreement relating entitled to litigation or disputes arising hereunderpursue all available remedies to prosecute the Indemnifiable Claim.

Procedure For Indemnification with Respect to Non-Third Party Claims. If In the event that the Indemnified Party asserts the existence of an Indemnifiable Claim a claim giving rise to damages for a non-third-party Indemnifiable ClaimDamages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Party specifying Party. Such written notice shall state that it is being given pursuant to this Section 13.4, specify with particularity the nature and amount of the Indemnifiable Claim claim asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence); provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the termination, pursuant to Sections 13.1 and 13.2 hereof, of the representations, warranties, covenants and agreements upon which such Identifiable Claim(s) are based. If the Indemnifying Party, within 15 business thirty (30) days after receipt the mailing of such notice by the Indemnified Party, has shall not given give written notice to the Indemnified Party announcing its intent to contest such assertion by of the Indemnified Party, such assertion shall be deemed accepted and the amount of Indemnifiable Claim claim shall be deemed a valid Indemnifiable Claimclaim. In the event, however, that the Indemnifying Party contests the assertion of an Indemnifiable Claim a claim by giving such written notice to the Indemnified Party within such 15 business day said period, then if the partiesparties shall act in good faith to reach agreement regarding such claim. If the parties to this Agreement, acting in good faith, cannot reach agreement with respect to such Indemnifiable Claim claim within 20 fifteen (15) days after such notice, then the contested assertion of the claim shall be resolved by litigation as provided parties may pursue other legal or equitable remedies in Paragraphs 17.03 and 19.10 hereof and any other provision of this Agreement relating to litigation or disputes arising hereunderaccordance with Section hereof.