Common use of Direct Claim Clause in Contracts

Direct Claim. As soon as reasonably practicable after an Indemnitee has actual knowledge of any claim to which Indemnitee is entitled to indemnity under Section 9.2 or Section 9.3 that does not involve a Third Party Claim (a "Direct Claim"), the Indemnitee shall give written notice thereof (an "Indemnity Notice") to the Indemnifying Party. An Indemnity Notice must describe the Direct Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. No delay in or failure to give notice of a Direct Claim will adversely affect any of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond to any Indemnity Notice within thirty (30) days (the "Indemnity Response Period") after the date that the Indemnity Notice is sent by the Indemnitee. Any response to the Indemnity Notice (an "Indemnity Response") must specify whether or not the Indemnifying Party disputes its obligations to indemnify the Indemnitee with respect to the Direct Claim asserted in the Indemnity Notice. If the Indemnifying Party fails to give an Indemnity Response within the Indemnity Response Period, it will be deemed not to dispute the asserted Direct Claim. If the Indemnifying Party elects not to dispute the asserted Direct Claim, whether by failing to give a timely Indemnity Response or otherwise, then the amount of Losses alleged in such Indemnity Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay, in cash, to the Indemnitee within fifteen (15) days after the last day of the applicable Indemnity Response Period the amount specified in the Indemnity Notice. If Indemnifying Party delivers to Indemnitee an Indemnity Response within the Indemnity Response Period indicating that it disputes one or more of the matters identified in the Indemnity Notice, the Indemnifying Party and Indemnitee shall promptly meet and use their reasonable efforts to settle the dispute. If the Indemnifying Party and the Indemnitee are unable to reach agreement within thirty (30) days after the conclusion of the Indemnity Response Period, then either the Indemnifying Party or the Indemnitee may resort to other legal remedies subject to the limitations set forth in this Article IX.

Direct Claim. As soon as reasonably practicable after an Indemnitee has actual knowledge of any claim to which Indemnitee is entitled to indemnity under Section 9.2 8.2 or Section 9.3 8.3 that does not involve a Third Party Claim (a "Direct ClaimDIRECT CLAIM"), the Indemnitee shall give written notice thereof (an "Indemnity NoticeINDEMNITY NOTICE") to the Indemnifying Party. An Indemnity Notice must describe the Direct Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. No delay in or failure to give notice of a Direct Claim will adversely affect any of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond to any Indemnity Notice within thirty (30) days (the "Indemnity Response PeriodINDEMNITY RESPONSE PERIOD") after the date that the Indemnity Notice is sent by the Indemnitee. Any response to the Indemnity Notice (an "Indemnity ResponseINDEMNITY RESPONSE") must specify whether or not the Indemnifying Party disputes its obligations to indemnify indemnity the Indemnitee with respect to the Direct Claim asserted in the Indemnity Notice. If the Indemnifying Party fails to give an Indemnity Response within the Indemnity Response Period, it will be deemed not to dispute the asserted Direct Claim. If the Indemnifying Party elects not to dispute the asserted Direct Claim, whether by failing to give a timely Indemnity Response or otherwise, then the amount of Losses alleged in such Indemnity Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay, in cashcash (or tender of shares of the Parent Common Stock for cancellation if Parent is the Indemnitee), to the Indemnitee within fifteen (15) days after the last day of the applicable Indemnity Response Period the amount specified in the Indemnity Notice. If Indemnifying Party delivers to Indemnitee an Indemnity Response within the Indemnity Response Period indicating that it disputes one or more of the matters identified in the Indemnity Notice, the Indemnifying Party and Indemnitee shall promptly meet and use their reasonable efforts to settle the dispute. If the Indemnifying Party and the Indemnitee are unable to reach agreement within thirty (30) days after the conclusion of the Indemnity Response Period, then either the Indemnifying Party or the Indemnitee may resort to other legal remedies subject to the limitations set forth in this Article IXVIII.

Direct Claim. As 14.9.1 Any Direct Claim shall be asserted by giving the Indemnifying Party written notice thereof as soon as reasonably practicable after an Indemnitee has actual knowledge of possible, but in any claim to which Indemnitee is entitled to indemnity under Section 9.2 or Section 9.3 that does event not involve a Third Party Claim (a "Direct Claim"), the Indemnitee shall give written notice thereof (an "Indemnity Notice") to the Indemnifying Party. An Indemnity Notice must describe the Direct Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. No delay in or failure to give notice of a Direct Claim will adversely affect any of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond to any Indemnity Notice within thirty (30) days (the "Indemnity Response Period") after the date that the Indemnity Notice is sent by the Indemnitee. Any response to the Indemnity Notice (an "Indemnity Response") must specify whether or not the Indemnifying Party disputes its obligations to indemnify the Indemnitee with respect to the Direct Claim asserted in the Indemnity Notice. If the Indemnifying Party fails to give an Indemnity Response within the Indemnity Response Period, it will be deemed not to dispute the asserted Direct Claim. If the Indemnifying Party elects not to dispute the asserted Direct Claim, whether by failing to give a timely Indemnity Response or otherwise, then the amount of Losses alleged in such Indemnity Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay, in cash, to the Indemnitee within fifteen (15) days after the last day of the applicable Indemnity Response Period the amount specified in the Indemnity Notice. If Indemnifying Party delivers to Indemnitee an Indemnity Response within the Indemnity Response Period indicating that it disputes one or more of the matters identified in the Indemnity Notice, the Indemnifying Party and Indemnitee shall promptly meet and use their reasonable efforts to settle the dispute. If the Indemnifying Party and the Indemnitee are unable to reach agreement within later than thirty (30) days after the conclusion Purchaser becomes aware of the Indemnity Response Period, then either such Direct Claim (it being understood that no notice may be given prior to Closing). Such notice to the Indemnifying Party shall describe the Direct Claim and underlying facts, matters or circumstances in reasonable detail, shall indicate, as the Indemnitee case may resort be on a 'without prejudice' basis, the estimated amount of the Losses that have been sustained by the Indemnified Party and shall specify the provisions of this Agreement on which the Direct Claim is based. The omission so to other legal remedies subject notify the Indemnifying Party shall not relieve the Indemnifying Party from any duty to indemnify and hold harmless which otherwise might exist with respect to such cause unless (and only to that extent) any failure to notify the Indemnifying Party as soon as reasonably possible increases the amount of the Losses or materially prejudices the ability of the Indemnifying Party to exercise its right to defend provided in this Section 14. 14.9.2 If the Indemnifying Party does not respond to the limitations set forth Direct Claim within sixty (60) days following the notice by the Indemnified Party, the Indemnifying Party shall be deemed to have rejected such claim, and in such event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under this Article IXAgreement. If both the Indemnifying Party and the Indemnified Party agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim, the Indemnifying Party shall pay to the Indemnified Party the full agreed upon amount of such Direct Claim within ten (10) days following such agreement (or any mutually agreed upon extension thereof). 14.9.3 The Indemnifying Party and its Representatives shall have the right to make such investigation of the Direct Claim as is considered necessary or desirable by the Indemnifying Party. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate such Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. In addition, the Indemnified Party shall afford the Indemnifying Party and its Representatives reasonable access to each of the relevant Purchased Corporations premises and the opportunity to meet with the management of the Purchased Corporations after reasonable advance notice and during normal business hours. Agreement of Purchase and Sale of Shares /76

Direct Claim. As soon as reasonably practicable after an Indemnitee has actual knowledge of any claim to which Indemnitee is entitled to indemnity under Section 9.2 8.2 or Section 9.3 8.3 that does not involve a Third Party Claim (a "Direct Claim"), the Indemnitee shall give written notice thereof (an "Indemnity Notice") to the Indemnifying Party. An Indemnity Notice must describe the Direct Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. No delay in or failure to give notice of a Direct Claim will adversely affect any of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond to any Indemnity Notice within thirty (30) days (the "Indemnity Response Period") after the date that the Indemnity Notice is sent by the Indemnitee. Any response to the Indemnity Notice (an "Indemnity Response") must specify whether or not the Indemnifying Party disputes its obligations to indemnify indemnity the Indemnitee with respect to the Direct Claim asserted in the Indemnity Notice. If the Indemnifying Party fails to give an Indemnity Response within the Indemnity Response Period, it will be deemed not to dispute the asserted Direct Claim. If the Indemnifying Party elects not to dispute the asserted Direct Claim, whether by failing to give a timely Indemnity Response or otherwise, then the amount of Losses alleged in such Indemnity Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay, in cashcash (or tender of shares of the Parent Common Stock for cancellation if Parent is the Indemnitee), to the Indemnitee within fifteen (15) days after the last day of the applicable Indemnity Response Period the amount specified in the Indemnity Notice. If Indemnifying Party delivers to Indemnitee an Indemnity Response within the Indemnity Response Period indicating that it disputes one or more of the matters identified in the Indemnity Notice, the Indemnifying Party and Indemnitee shall promptly meet and use their reasonable efforts to settle the dispute. If the Indemnifying Party and the Indemnitee are unable to reach agreement within thirty (30) days after the conclusion of the Indemnity Response Period, then either the Indemnifying Party or the Indemnitee may resort to other legal remedies subject to the limitations set forth in this Article IXVIII.