Common use of Additional Rules and Procedures Clause in Contracts

Additional Rules and Procedures. Notwithstanding any other provision of this Agreement, the obligation of the Vendor to indemnify an Indemnified Party shall be subject to the following: 6.4.1. Any Claim arising as a result of a breach of a representation or warranty contained in this Agreement shall be made not later than the date on which, pursuant to section 3.4. such representation or warranty terminated. 6.4.2. The Vendor's obligation to indemnify the Indemnified Party shall apply only to the extent that the Claims of one or more Indemnified Parties, including the Claim in question, exceed $1,000,000 in the aggregate; provided that this limitation shall not apply to the Claims referred to in sections 6.1.3, 6.1.4 or 6.1.5 in respect of which Claims the Vendor shall have an absolute obligation to indemnify in accordance with such sections and any such Claims shall not be treated as Claims in calculating the aggregate amount of Claims for the purposes of this section 6.4.2. 6.4.3. In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Vendor shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment, subject to the limitation in section 6.4.