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. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Party. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted 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). If the Indemnifying Party, within sixty (60) days after the mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that the Indemnifying Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. In the event that any ongoing dispute shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such dispute arbitration including attorney fees. Limitation of Seller Indemnification Obligation. The maximum liability of Seller for indemnification claims under Section 5.2 shall be equal to the Purchase Price; provided, that, such maximum not apply to any claim for indemnification to the extent such claim arises from or is a result of (i) any Excluded Liability or (ii) any fraud, intentional misrepresentation, gross negligence and willful misconduct by or on behalf of the Seller. The Indemnified Parties shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Damages. The amount of any Damages payable under this Article V by an Indemnifying Party shall be reduced by any amounts actually recovered by the Indemnified Party from insurance policies, indemnity, contribution or other similar agreements, net of the following: (i) costs and expenses (including taxes) incurred by such Indemnified Party or its affiliates and its and their respective representatives in procuring such recovery; (ii) any increases in premiums or premium adjustments to the extent attributable to such recovery (applicable to any past, present or future premiums); and (iii) deductibles and other amounts incurred in connection with such recovery. The Indemnified Parties shall use commercially reasonable efforts to mitigate Damages indemnifiable under this Article V.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim an Indemnifiable Claim giving rise to Damages (but excluding claims Indemnifiable Claims resulting from the assertion of liability by third parties, but including a dispute among the parties as to whether a third-party claim is subject to indemnification under this Article VIII), it shall give written notice to the Indemnifying Party. Such written notice shall state that it is being given pursuant to this Section 5.5, specify Party specifying the nature and amount of the claim asserted 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)Indemnifiable Claim asserted. If the Indemnifying Party, within sixty (60) 20 business days after the mailing of such notice by the Indemnified Party, shall has not give given written notice to the Indemnified Party announcing its intent to contest such assertion of by the Indemnified Party, such assertion shall be deemed accepted and the amount of claim Indemnifiable Claim shall be deemed a valid claimIndemnifiable Claim. In the event, however, that the Indemnifying Party contests the assertion of a claim an Indemnifiable Claim by giving such written notice to the Indemnified Party within said such 20-day period, then if the parties shall act Parties, acting in good faith to faith, cannot reach agreement regarding such claim. In the event that any ongoing dispute shall arise with respect to any such claimIndemnifiable Claim within 30 business days after receipt by the Indemnified Party of such notice, the prevailing party contested assertion of the claim shall be entitled referred to reimbursement arbitration in Columbus, Ohio, in accordance with the then-current rules of costs the American Arbitration Association. The determination made in accordance with such rules shall be delivered in writing to the Parties and expenses incurred shall be final and binding and conclusive on the Parties and the amount of the Indemnifiable Claim, if any, determined to exist shall be a valid Indemnifiable Claim. Each Party shall pay its own legal, accounting and other fees in connection with such dispute arbitration including attorney fees. Limitation a contest; provided that if the contested claim is referred to and ultimately determined by arbitration, the legal, auditing and other fees of Seller Indemnification Obligation. The maximum liability the prevailing Party and the fees and expenses of Seller for indemnification claims under Section 5.2 any arbitrator shall be equal to the Purchase Price; provided, that, such maximum not apply to any claim for indemnification to the extent such claim arises from or is a result of (i) any Excluded Liability or (ii) any fraud, intentional misrepresentation, gross negligence and willful misconduct by or on behalf of the Seller. The Indemnified Parties shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Damages. The amount of any Damages payable under this Article V by an Indemnifying Party shall be reduced by any amounts actually recovered borne by the Indemnified Party from insurance policies, indemnity, contribution or other similar agreements, net of the following: (i) costs and expenses (including taxes) incurred by such Indemnified Party or its affiliates and its and their respective representatives in procuring such recovery; (ii) any increases in premiums or premium adjustments to the extent attributable to such recovery (applicable to any past, present or future premiums); and (iii) deductibles and other amounts incurred in connection with such recovery. The Indemnified Parties shall use commercially reasonable efforts to mitigate Damages indemnifiable under this Article V.nonprevailing Party.

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim an Indemnifiable Claim giving rise to Damages (but excluding claims Indemnifiable Claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Party. Such written notice shall state that it is being given pursuant to this Section 5.5, specify Party specifying the nature and amount of the claim asserted 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)Indemnifiable Claim asserted. If the Indemnifying Party, within sixty (60) 15 business days after the mailing receipt of such notice by the Indemnified Party, shall has not give given written notice to the Indemnified Party announcing its intent to contest such assertion of by the Indemnified Party, such assertion shall be deemed accepted and the amount of claim Indemnifiable Claim shall be deemed a valid claimIndemnifiable Claim. In the event, however, that the Indemnifying Party contests the assertion of a claim an Indemnifiable Claim by giving such written notice to the Indemnified Party within said such 15 business day period, then if the parties shall act parties, acting in good faith to faith, cannot reach agreement regarding such claim. In the event that any ongoing dispute shall arise with respect to any such claimIndemnifiable Claim within 20 days after such notice, the prevailing party contested assertion of the claim shall be entitled referred to reimbursement arbitration in Cleveland, Ohio, in accordance with the then-current rules of costs the American Arbitration Association. The parties shall select an arbitrator who resides other than in Greater Cleveland or south Florida. The determination made in accordance with such rules shall be delivered in writing to the parties and expenses incurred shall be final and binding and conclusive on the parties and the amount of the Indemnifiable Claim, if any, determined to exist shall be a valid Indemnifiable Claim. Each Party shall pay its own legal, accounting and other fees in connection with such dispute a contest; provided that if the contested Claim is referred to and ultimately determined by arbitration including attorney fees. Limitation and the position of Seller Indemnification Obligation. The maximum liability the nonprevailing party is not upheld in any material respect by the arbitrators, the legal, auditing and other fees of Seller for indemnification claims under Section 5.2 the prevailing party and the fees and expenses of any arbitrator shall be equal to the Purchase Price; provided, that, such maximum not apply to any claim for indemnification to the extent such claim arises from or is a result of (i) any Excluded Liability or (ii) any fraud, intentional misrepresentation, gross negligence and willful misconduct by or on behalf of the Seller. The Indemnified Parties shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Damages. The amount of any Damages payable under this Article V by an Indemnifying Party shall be reduced by any amounts actually recovered borne by the Indemnified Party from insurance policies, indemnity, contribution or other similar agreements, net of the following: (i) costs and expenses (including taxes) incurred by such Indemnified Party or its affiliates and its and their respective representatives in procuring such recovery; (ii) any increases in premiums or premium adjustments to the extent attributable to such recovery (applicable to any past, present or future premiums); and (iii) deductibles and other amounts incurred in connection with such recovery. The Indemnified Parties shall use commercially reasonable efforts to mitigate Damages indemnifiable under this Article V.nonprevailing Party.