Common use of Procedures for Indemnification of Direct Claims Clause in Contracts

Procedures for Indemnification of Direct Claims. Any 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 promptly delivering a written notice from the Indemnified Party to the Indemnifying Party specifically claiming indemnification hereunder; provided, however, that the failure to promptly give such written notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such claim. Such notice shall include the amount or a good faith estimate of the amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto. Such notice shall describe the claim in reasonable detail. Such Indemnifying Party shall have a period of 60 days (or such other period as may be agreed to in writing between the Indemnifying Party and the Indemnified Party) after the receipt of such notice within which to respond thereto; provided, that no failure by the Indemnifying Party to respond within such timeframe shall be deemed an acceptance of responsibility to make any such payment or prohibit the Indemnifying Party from contesting the validity of such claim. If such Indemnifying Party does respond within such period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI.