Procedures for Indemnification of Direct Claims. Each claim for indemnification made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder, which notice shall state the amount claimed, if known, and method of computation thereof, and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day period, such Indemnifying Party shall be deemed to have accepted responsibility for the indemnification sought and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.
Appears in 3 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)
Procedures for Indemnification of Direct Claims. Each If any claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from Party, the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party specifically claiming indemnification hereunderdescribing such claim in reasonable detail. Notwithstanding the foregoing, which the failure of any Indemnified Party to provide notice in accordance with this Section 11.07 shall state not relieve the amount claimedIndemnifying Party of its obligations under this Article XI, if known, and method of computation thereof, and shall contain a reference except to the provisions of this Agreement in respect of which extent that such right of indemnification Indemnifying Party is claimed actually prejudiced by such Indemnified Partyfailure to provide prompt notice. Such notice may be given by email or other electronic means. Such Indemnifying Party shall have a period of thirty (30) 21 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) 21-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility for the to provide indemnification sought and shall have no further right with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such thirty (30) 21-day period or does respond within such 21-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXII.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Ralcorp Holdings Inc /Mo), Separation and Distribution Agreement (Post Holdings, Inc.), Separation and Distribution Agreement (Post Holdings, Inc.)
Procedures for Indemnification of Direct Claims. Each claim for indemnification made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder, which notice shall state the amount claimed, if known, and method of computation thereof, and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day 30)-day period, such Indemnifying Party shall be deemed to have accepted responsibility for the indemnification sought and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc)
Procedures for Indemnification of Direct Claims. Each If any claim for indemnification on account of an Expense or a Loss that does not result from a Third-Party Claim is to be made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from Party, the Indemnified Party shall promptly after learning of such direct claim give written notice to the Indemnifying Party specifically claiming indemnification hereunderdescribing such claim in reasonable detail. Notwithstanding the foregoing, which the failure of any Indemnified Party to provide notice in accordance with this Section 11.7 shall state not relieve the amount claimedIndemnifying Party of its obligations under this Article XI, if known, and method of computation thereof, and shall contain a reference except to the provisions of this Agreement in respect of which extent that such right of indemnification Indemnifying Party is claimed actually prejudiced by such Indemnified Partyfailure to provide prompt notice. Such notice may be given by email or other electronic means. Such Indemnifying Party shall have a period of thirty (30) 21 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) 21-day period, such Indemnifying Party shall be deemed to have accepted refused to accept responsibility for the to provide indemnification sought and shall have no further right with respect to contest the validity of such claim. If such Indemnifying Party does not respond within such thirty (30) 21-day period or does respond within such 21-day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XIXII.
Appears in 3 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Marathon Petroleum Corp), Separation and Distribution Agreement (Marathon Petroleum Corp)
Procedures for Indemnification of Direct Claims. Each claim for indemnification made directly by the Indemnified Party Indemnitee against the Indemnifying Party that does not result from a Third Third-Party Claim shall be asserted by written notice from the Indemnified Party Indemnitee to the Indemnifying Party specifically claiming indemnification hereunder, which notice shall state the amount claimed, if known, and method of computation thereof, and shall contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnified PartyIndemnitee. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day 30)-day period, such Indemnifying Party shall be deemed to have accepted responsibility for the indemnification sought and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party Indemnitee shall be free to pursue resolution as provided in Article XIIV. Subject to Article VII, the Indemnitee shall make available to the Indemnifying Party all witnesses, all pertinent records, all materials, and all Information in the Indemnitee’s possession or under its control reasonably requested by the Indemnifying Party relating to a claim made pursuant to this Section 5.6.
Appears in 3 contracts
Sources: Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties), Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties), Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties)
Procedures for Indemnification of Direct Claims. Each claim for indemnification made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder, which notice shall state the amount claimed, if known, and method of computation thereof, and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day 30)-day period, such Indemnifying Party shall be deemed to have accepted responsibility for the indemnification sought and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.X.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (American Cannabis Company, Inc.), Asset Transfer and Dividend Distribution Agreement (Energy Alliance Technology Corp)
Procedures for Indemnification of Direct Claims. Each claim for indemnification made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder, which notice shall state the amount claimed, if known, and method of computation thereof, and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party. Such Indemnifying Party shall have a period of thirty (30) 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) 30 day period, such Indemnifying Party shall be deemed to have accepted responsibility for the indemnification sought and shall have no further right to contest the validity of such claim. If such Indemnifying Party does respond within such thirty (30) 30 day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Servicemaster Co, LLC)