Claims and Responses Clause Samples

Claims and Responses. A Party seeking indemnification hereunder (“Indemnitee”) will give prompt written notice (“Claim Notice”) to the Party from which indemnification is sought (“Indemnitor”) of any claim which it discovers or of which it receives notice after the Closing (including any claim or action brought by a third party) and which might give rise to a right of indemnification by it against Indemnitor under this Agreement (“Claim”), stating the nature, basis and (to the extent known) estimated amount thereof (the aggregate amount of such estimate, as it may be modified by such Indemnitee in good faith from time to time, “Claimed Amount”); provided that the failure to give prompt notice of such Claim shall not jeopardize any Indemnitee’s right to indemnification unless such failure shall have materially prejudiced the ability of Indemnitor to defend such Claim. During the thirty (30) day period commencing upon receipt by Indemnitor of a Claim Notice from Indemnitee (“Dispute Period”), Indemnitor may deliver to such Indemnitee a written response (“Response Notice”) in which Indemnitor (i) agrees that the full Claimed Amount is owed to Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount is owed to Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to Indemnitee. If the Response Notice is delivered in accordance with clauses (ii) or (iii) of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the claim set forth in such Response Notice that only a portion or no part of the Claimed Amount is owed to Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to Indemnitee pursuant to the applicable Response Notice (or the entire Claimed Amount, if such Response Notice asserts that no part of the Claimed Amount is owed to Indemnitee) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications in accordance with this Agreement by Indemnitee to the Claimed Amount). If a Response Notice with respect to a Claim Notice is not received by Indemnitee prior to the expiration of the Dispute Period applicable to such Claim Notice, then Indemnitor shall be conclusively deemed to have agreed that an amount equal to the full Claimed Amount set forth in such Claim Notice is owed to Indemnitee.