Common use of Direct Claim Clause in Contracts

Direct Claim. Any claim by an Indemnitee on account of Liabilities that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt notice thereof, but in any event not later than thirty days after the Indemnitee obtains actual knowledge of the events or condition that gave rise to such Direct Claim; provided, however, failure to timely provide such notice shall not affect the right of the Indemnitee to indemnification under this Agreement, except to the extent the Indemnifying Party is prejudiced by such delay or omission. Such notice by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all available material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of damages that have been or may be sustained by the Indemnitee. The Indemnifying Party shall have thirty days within which to respond in writing and to either accept or reject, in whole or in part, such Direct Claim. If the Indemnifying Party does not so respond within such thirty day period, the Indemnifying Party shall be deemed to have rejected such claim, in which event the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claim. Any claim Action by an Indemnitee Indemnified Party on account of Liabilities that a Loss which does not result from a Third Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty days ten (10) Business Days after the Indemnitee obtains actual knowledge Indemnified Party becomes aware of the events or condition that gave rise to such Direct Claim; provided. The failure to give such prompt written notice shall not, however, failure to timely provide such notice shall not affect relieve the right Indemnifying Party of the Indemnitee to its indemnification under this Agreementobligations, except and only to the extent that the Indemnifying Party is materially prejudiced by such delay or omissionfailure to provide written notice. Such notice by the Indemnitee Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all available the material written evidence thereof thereof, and shall indicate the estimated amount, if reasonably practicable, of damages the Loss that have has been or may be sustained by the IndemniteeIndemnified Party. The Indemnifying Party shall have thirty (30) days within which (the “Direct Claim Response Period”) after its receipt of such notice to respond in writing and to either accept or reject, in whole or in part, such Direct Claim. From and after delivery of written notice of a Direct Claim, the Indemnified Party shall provide reasonable good faith cooperation to the Indemnifying Party to any request made in writing in its investigation of the matter or circumstances alleged to give rise to the Direct Claim, including relevant documents and records, as may be determined by the Indemnified Party, acting reasonably and in good faith. If the an Indemnifying Party does not so respond deliver within the Direct Claim Response Period a response in writing to a written notice of a Direct Claim, such thirty day period, the Indemnifying Party shall be deemed to have rejected such claim, accepted the amount of Loss as specified in which event the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this AgreementDirect Claim. 8.6.

Direct Claim. Any claim by an Indemnitee Indemnified Party on account of Liabilities Losses that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt notice Notice thereof, but in any event not later than thirty (30) days after the Indemnitee Indemnified Party obtains actual knowledge of the events or condition that gave rise to such Direct Claim; provided, however, failure to timely provide such notice Notice shall not affect the right of the Indemnitee Indemnified Party to indemnification under this Agreementhereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. Such notice Notice by the Indemnitee Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all available written background material written evidence thereof relevant thereto and shall indicate an estimate of the estimated amount, if reasonably practicable, actual amount of damages Losses that have been or sustained and the projected amount of Losses that may be sustained by the IndemniteeIndemnified Party. The Indemnifying Party shall have a period of thirty (30) days within which to respond in writing and to either accept or reject, in whole or in part, reject such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which event the Indemnitee Indemnified Party shall be free to pursue such remedies as may be available to the Indemnitee Indemnified Party on the terms and subject to the provisions of this Agreement.