Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Sections 7.1, 7.2 and 7.3, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it will pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) Following the delivery of an Indemnification Claim Notice, except as otherwise prohibited by applicable law, the Stockholder Representative and its representatives and agents shall be given all such access (during normal business hours), including electronic access, to the extent available, as they may reasonably require, to the books and records of the Surviving Corporation and Parent and access to such personnel or representatives of the Indemnified Parties, including but not limited to the individuals responsible the matters that are subject of the Indemnification Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice. (c) If the Stockholder Representative on behalf of the Indemnifying Parties shall not object in writing within the thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. Subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Stockholder Representative to make an Indemnification Claim Objection Notice, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c) within thirty (30) days after delivery of such Indemnification Claim Notice, the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims and set forth such agreement in a memorandum of understanding. In the event Parent and the Stockholder Representative agree that an Indemnified Party is entitled to be indemnified for Losses in respect of such claims, then, subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative may demand arbitration of the matter, and in such event the matter shall be settled by arbitration conducted in New York, New York, under the rules then in effect of the American Arbitration Association. Subject to Section 7.5 with respect to Third Party Claims, the arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim shall be final, non-appealable, conclusive and binding upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. In such event, following written receipt of the arbitrator’s decision, and subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such decision, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Sections 7.1, 7.2 9.1 and 7.39.4, if an Indemnified Party wishes to make an indemnification claim under this Article VIIIX other than with respect to a third-party Action against such Indemnified Party to which such Indemnified Party would reasonably be expected to have a claim for indemnification under this Article IX (an “Indemnifiable Third-Party Claim”), such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative applicable Indemnifying Party (i) stating that an such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it will may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, Losses and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent Such Indemnification Claim Notice shall be delivered to the applicable Indemnifying Party promptly following such time as such Indemnified Party becomes of aware of such Loss; provided, however, that the failure to give such prompt written notice shall not relieve such Indemnifying Party of its indemnification obligations, except and only to the extent that such Indemnifying Party forfeits rights or defenses by reason of such failure. Such Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth change in such Indemnification Claim Notice. (b) Following the delivery of an Indemnification Claim Notice, except as otherwise prohibited by applicable law, the Stockholder Representative and its representatives and agents shall be given all such access (during normal business hours), including electronic access, to the extent available, as they may reasonably require, to the books and records of the Surviving Corporation and Parent and access to such personnel or representatives of the Indemnified Parties, including but not limited to the individuals responsible the matters that are subject of the Indemnification Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice. (c) If the Stockholder Representative on behalf of the Indemnifying Parties shall not object in writing within the thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. Subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Stockholder Representative to make an Indemnification Claim Objection Notice, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c) within thirty (30) days after delivery of such Indemnification Claim Notice, the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims and set forth such agreement in a memorandum of understanding. In the event Parent and the Stockholder Representative agree that an Indemnified Party is entitled to be indemnified for Losses in respect of such claims, then, subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative may demand arbitration of the matter, and in such event the matter shall be settled by arbitration conducted in New York, New York, under the rules then in effect of the American Arbitration Associationthereof. Subject to Section 7.5 with respect to Third Party Claims, the arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim shall be final, non-appealable, conclusive and binding upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. In such event, following written receipt of the arbitrator’s decision, and subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such decision, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII.-42-

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Sections 7.1, 7.2 and 7.3Article V, if an Indemnified Party wishes to make an indemnification claim under this Article VIIV, such Indemnified Party shall deliver a written notice (an “"Indemnification Claim Notice”") to the Stockholder Representative Indemnifying Party (with a copy to the Escrow Agent) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it will may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) Following the delivery of an Indemnification Claim Notice, except as otherwise prohibited by applicable law, the Stockholder Representative and its representatives and agents shall be given all such access (during normal business hours), including electronic access, to the extent available, as they may reasonably require, to the books and records of the Surviving Corporation and Parent and access to such personnel or representatives of the Indemnified Parties, including but not limited to the individuals responsible the matters that are subject of the Indemnification Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice. (c) If the Stockholder Representative on behalf of the Indemnifying Parties Party shall not object in writing within the thirty (30)-day 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “"Indemnification Claim Objection Notice”"), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. Subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Stockholder Representative to make an Indemnification Claim Objection Notice, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c) within thirty (30) days after delivery of such Indemnification Claim Notice, the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims and set forth such agreement in a memorandum of understanding. In the event Parent and the Stockholder Representative agree that an Indemnified Party is entitled to be indemnified for Losses in respect of such claims, then, subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII. (e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative may demand arbitration of the matter, and in such event the matter shall be settled by arbitration conducted in New York, New York, under the rules then in effect of the American Arbitration Association. Subject to Section 7.5 with respect to Third Party Claims, the arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim shall be final, non-appealable, conclusive and binding upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. In such event, following written receipt of the arbitrator’s decision, and subject to the limitations of liability set forth in this Article VIII, each Indemnifying Party shall, within ten (10) Business Days following the date of such decision, pay to the Indemnified Party the amount payable by such Indemnifying Party pursuant to this Article VIII.