Common use of Response Notice; Uncontested Claims Clause in Contracts

Response Notice; Uncontested Claims. Within ten (10) Business Days after receipt by the Indemnifying Party of a Claim Notice, such Indemnifying Party may deliver to the Indemnified Party a written response (the “Response Notice”) in which such Indemnifying Party:(a) agrees that the Indemnified Party is entitled to the full Claimed Amount, (b) agrees that the Indemnified Party is entitled to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”), or (c) indicates that the Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received within such ten (10) Business Day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). To resolve any dispute related to any Contested Amount, the Parties will resolve such dispute following the dispute resolution procedures set forth in Article 26. 73

Response Notice; Uncontested Claims. Within ten forty-five (1045) Business Days days after receipt by the Indemnifying Party of a Claim Notice, such the Indemnifying Party may deliver to the Indemnified Party Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which such the Indemnifying Party:(aParty: (i) agrees that the Indemnified Party is entitled to pay the full Claimed Amount, ; (bii) agrees that the Indemnified Party is entitled to pay an amount equal to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”), ; or (ciii) indicates that the Indemnifying Party disputes it objects to payment of the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to be paid by the Indemnitee pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received by the Indemnitee within such ten (10) Business Day 45-day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to pay the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). To resolve any dispute related to any Contested Amount, the Parties will resolve such dispute following the dispute resolution procedures set forth in Article 26. 73.

Response Notice; Uncontested Claims. Within ten (10) Business Days 30 days after receipt by the Indemnifying Party of a Claim Notice, such the Indemnifying Party may deliver to the Indemnified Party Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which such the Indemnifying Party:(aParty: (i) agrees that the Indemnified Party is entitled to the full Claimed Amount, ; (bii) agrees that the Indemnified Party is entitled to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”), ; or (ciii) indicates that the Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. .” If a Response Notice is not received by the Indemnified Party within such ten (10) Business Day 30-day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). To If the Indemnifying Party and the Indemnitee are unable to resolve any the dispute related relating to any Contested AmountAmount within 30 days after the delivery of the Claim Notice (“Initial Resolution Period”), then the Parties will parties shall be entitled to resort to any legal remedy available to such party to resolve such dispute following the dispute resolution procedures set forth in Article 26. 73dispute.