Common use of Response Notice; Uncontested Claims Clause in Contracts

Response Notice; Uncontested Claims. Within [***] days after receipt by an Indemnifying Party of a Claim Notice, such Indemnifying Party may deliver to the Person who delivered the Claim Notice a written response (the “Response Notice”) in which such Indemnifying Party: (a) agrees that the Person who delivered the Claim Notice is entitled to the full Claimed Amount, (b) agrees that the Person who delivered the Claim Notice is entitled to part, but not all, of the Claimed Amount, or (c) indicates that such Party disputes the entire Claimed Amount. If a Response Notice is not received within such [***]-day period, then the Indemnifying Party who received the Claim Notice shall be conclusively deemed to have agreed that the Person who delivered the Claim Notice is entitled to the full Claimed Amount. If the Parties are unable to resolve any dispute relating to any part of the Claimed Amount that is not agreed to pursuant to the Response Notice within [***] days after the delivery of the Response Notice, then the Parties shall be entitled to resort to any legal remedy available to such Parties to resolve such dispute.

Response Notice; Uncontested Claims. Within [***] 30 days after receipt by an the Indemnifying Party of a Claim Notice, such the Indemnifying Party may deliver to the Person Indemnitee who delivered the Claim Notice a written response (the “Response Notice”) in which such the Indemnifying Party: (ai) agrees that the Person who delivered the Claim Notice Indemnified Party is entitled to the full Claimed Amount, ; (bii) agrees that agrees that the Person who delivered the Claim Notice Indemnified Party is entitled to part, but not all, of the Claimed Amount (the “Agreed Amount, ”); or (ciii) indicates that such the Indemnifying Party disputes the entire Claimed Amount. If a Response Notice is not received within such [***]-day period, then the Indemnifying Party who received the Claim Notice shall be conclusively deemed to have agreed that the Person who delivered the Claim Notice is entitled to the full Claimed Amount. If the Parties are unable to resolve any dispute relating to any 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 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. If the Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within 30 days after the delivery of the Response NoticeClaim Notice (“Initial Resolution Period”), then the Parties parties shall be entitled to resort to any legal remedy available to such Parties party to resolve such dispute.

Response Notice; Uncontested Claims. Within [***] days ten (10) Business Days after receipt by an the Indemnifying Party of a Claim Notice, such Indemnifying Party may deliver to the Person who delivered the Claim Notice Indemnified Party a written response (the “Response Notice”) in which such Indemnifying Party: (aParty:(a) agrees that the Person who delivered the Claim Notice Indemnified Party is entitled to the full Claimed Amount, (b) agrees that the Person who delivered the Claim Notice 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 such the Indemnifying Party disputes the entire Claimed Amount. If a Response Notice is not received within such [***]-day period, then the Indemnifying Party who received the Claim Notice shall be conclusively deemed to have agreed that the Person who delivered the Claim Notice is entitled to the full Claimed Amount. If the Parties are unable to resolve any dispute relating to any 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 [***] days after the delivery of the Response Noticesuch ten (10) Business Day period, then the Parties Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to resort the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). To resolve any dispute related to any legal remedy available to such Contested Amount, the Parties to will resolve such dispute.dispute following the dispute resolution procedures set forth in Article 26. 70