Indemnification Procedure – Direct Claims. If an Indemnified Party shall claim indemnification hereunder for any claim other than a third-party claim, the Indemnified Party shall notify the Indemnifying Party in writing of the basis for such claim setting forth the nature of such claim in reasonable detail. The Indemnifying Party shall give written notice of any disagreement with such claim within thirty (30) days following receipt of the Indemnified Party’s notice of the claim, specifying in reasonable detail the nature and extent of such disagreement.
Indemnification Procedure – Direct Claims. (a) If an Indemnified Party shall claim indemnification hereunder for any claim other than a third-party claim, the Indemnified Party shall notify the Indemnifying Party in writing of the basis for such claim setting forth the nature and amount of the damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim within 15 days following receipt of the Indemnified Party's notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the notice referred to in the preceding sentence (or such later time as is agreed by the Buyer and the Seller), the disagreement shall be submitted for resolution to an independent Person (the "Arbitrator") mutually agreed by the Indemnifying Party and the Indemnified Party. If the Indemnifying Party and the Indemnified Party cannot agree on a single Arbitrator, then the disagreement shall be submitted to a panel of three Arbitrators, one selected by the indemnifying party, one by the indemnified party and one by the two Arbitrators so selected/an Arbitrator selected in accordance with the Rules of the American Arbitration Association.
Indemnification Procedure – Direct Claims. If an Indemnified Party shall claim indemnification pursuant to this Section 8 for any claim other than a Third Party Claim (a “Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in writing of the basis for such claim setting forth the nature and amount of the damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim within fifteen (15) days following receipt of the Indemnified Party’s notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the Indemnified Party are unable to resolve any disagreement as provided in Section 9(a), then the parties hereto agree to arbitrate any direct claim for Damages as otherwise provided in Section 9.
Indemnification Procedure – Direct Claims. (a) Promptly after obtaining actual knowledge of any matter not involving a claim or Proceeding by a third party that a Person entitled to indemnification pursuant to Section 6.2 (an “Indemnified Party”) reasonably believes will entitle such Indemnified Party to indemnification from the Persons who would be obligated to indemnify such Indemnified Party if such claim or Proceeding is indemnifiable hereunder (such obligated Persons, the “Indemnifying Party”), such Indemnified Party shall provide to Parent, if Parent is the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter in reasonable detail, including, to the extent known and quantified, the nature of the matter, the basis for the claim that it is subject to indemnification and the amount and nature of the Losses with respect thereto (a “Notice of Direct Claim”); provided, however, that the failure of an Indemnified Party to timely provide a Notice of Direct Claim or to include any particular details in such Notice of Direct Claim shall not relieve any Indemnifying Party from any obligation to indemnify any Indemnified Party with respect thereto, except to the extent that such Indemnified Party’s failure to provide, delay in providing, or omission of any particular detail in a Notice of Direct Claim actually prejudices the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such matter.
Indemnification Procedure – Direct Claims. (a) Following receipt of an Indemnification Notice pursuant to Section 8.6(a) relating to a Direct Claim, the Indemnitor Representative has 30 days to investigate the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Person shall make available to the Indemnitor Representative the information relied upon by the Indemnified Person to substantiate the Direct Claim, together with such other information as the Indemnitor Representative may reasonably request.
Indemnification Procedure – Direct Claims. If any Buyer Indemnified Party or Seller Indemnified Party (either such Party, an “Indemnified Party”) intends to seek indemnification pursuant to this Article 6 for any matter not involving a claim by a third party against such Indemnified Party, such Indemnified Party must promptly provide written notice (a “Claim Notice”) to the Party or Parties that are obligated to indemnify such Indemnified Party in accordance with this Agreement (such Party or Parties, the “Indemnifying Party”); provided, however, that the failure by an Indemnified Party to so notify the Indemnifying Party with respect to any claim shall not relieve the Indemnifying Party of any Liability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced by such omission. If an Indemnifying Party disputes the sufficiency of the Claim Notice, the Claiming Party may send another Claim Notice (and additional notices in response to additional objections by the Indemnifying Party), but for the purposes of any applicable survival period (as set forth in Section 6.1 hereof) the date the first Claim Notice was delivered to the Indemnifying Party will be treated as the date of notice of the indemnification claim even if the Claim Notice is subsequently amended and reissued. Following delivery of such clarifying Claim Notice, the same timing and obligations of the Indemnifying Party as above shall apply. Section 6.6.
Indemnification Procedure – Direct Claims. If an Indemnified Party claims indemnification hereunder for any claim other than third-party claims, then the parties are free to pursue any remedy available in equity or at law (subject to the terms of this Agreement, including Section 7.13).
Indemnification Procedure – Direct Claims. 20 6.7 Exclusive Remedy ................................................... 22 ARTICLE VII GENERAL PROVISIONS
Indemnification Procedure – Direct Claims. (a) If an Indemnified Party shall claim indemnification hereunder for any claim other than third-party claims, the Indemnified Party shall notify the Indemnifying Party in writing of the basis for such claim setting forth the nature and amount of the Damages resulting from such claim. The Indemnifying Party shall give written notice of any disagreement with such claim within 30 days following receipt of the Indemnified Party's notice of the claim, specifying in reasonable detail the nature and extent of such disagreement. If the Indemnifying Party and the Indemnified Party are unable to resolve any disagreement within 30 days following receipt by the Indemnified Party of the notice referred to in the preceding sentence, then the parties hereto agree to arbitrate any direct claim for Damages less than $1,000,000 (an "Arbitration Dispute") pursuant to this Section 6.6(a). With respect to any direct claim for Damages equal to or greater than $1,000,000, arbitration shall not be mandatory hereunder and the parties shall be free to seek resolution of such dispute in state or federal courts.
Indemnification Procedure – Direct Claims. If an Indemnified Party shall claim indemnification hereunder for any claim other than a third-party claim, the Indemnified Party may pursue all rights available to it in accordance with this Article VIII and Section 9.8. Any amount owing by any Person as a result of this Section 8.6 shall be paid within thirty (30) days after final determination (including exhaustion of all appeal rights) of such amount.
