Common use of Response to a Demand Clause in Contracts

Response to a Demand. The Indemnifying Party may reply to a Demand made under Section 9.6(a) hereof by written notice given to the Indemnified Party and, if the Escrow Agreement has not terminated and Buyer is the Indemnified Party, the Escrow Agent, which notice shall state (i) whether the Indemnifying Party agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if the Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. Notwithstanding anything to the contrary set forth in this Agreement or the Escrow Agreement, if the Buyer is the Indemnified Person, it may make a direct claim against the Seller for any indemnification obligations under Section 9.2(c) which direct claim shall be satisfied by Seller with funds outside the Escrow Funds.