Indemnification Procedures for Non-Third Party Claims Sample Clauses

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnitee shall send a Notice of Claim to the Indemnitor. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have 30 days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give notice to the Indemnitee that it disputes such claim within 30 days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder.
Indemnification Procedures for Non-Third Party Claims. The Indemnitee shall notify the Indemnitor in writing promptly of its discovery of any matter that does not involve a Third Party Claim, such notice shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.
Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim in a timely manner, Es3 and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 10.11.
Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Principal Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Principal Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Principal Shareholder shall not relieve the Principal Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Company has been actually prejudiced by such failure. If the Principal Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Principal Shareholder disputes such claim, such claim specified by the Principal Shareholder in such notice shall be conclusively 27 deemed a liability of the Principal Shareholder under this Article VII and the Principal Shareholder shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Principal Shareholder dispute their liability with respect to such claim in a timely manner, the Principal Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.12.
Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party shall send a Notice of Claim promptly after discovery of the basis for such claim (i) if the Indemnified Party is a Parent Indemnitee, to Equityholder Representative or (ii) if the Indemnified Party is a Equityholder Indemnitee, to Parent. The Notice of Claim shall set forth the amount, if known, or, if not known, a reasonable estimate of the foreseeable maximum amount of claimed Losses (which estimate shall include as much detail as is reasonably practicable under the circumstances, but which shall not be conclusive of the final amount of such Losses) and a reasonable description of the basis for such claim. The Indemnifying Party and Indemnified Party shall reasonably cooperate to determine the validity of the claim for indemnity and the Indemnifying Party shall have sixty (60) days from receipt of such Notice of Claim to dispute the claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within sixty (60) calendar days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In the case of a disputed claim, the parties will seek to resolve such disputes by good faith negotiations and, if the validity of the claim is not resolved within sixty (60) days after the dispute notice is given, the Indemnified Party may seek arbitration of such claim. If the Indemnifying Party does provide a dispute notice within the sixty (60) day period, no payments shall be made as to such indemnification claims until final resolution is reached either by mutual written agreement between the parties or a final, binding and non-appealable decision by the arbitrator in accordance with Section 11.11.
Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) an estimate of the amount of damages attributable to such Direct Claim, (ii) the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimate. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation.
Indemnification Procedures for Non-Third Party Claims. As soon as reasonably practicable after the Indemnitee has actual knowledge of any claim that it has under Section 9.2(a) or Section 9.3(a), as the case may be, that may result in a Loss (a “Claim”), the Indemnitee shall give written notice thereof (a “Claims Notice”) to the Indemnitor. The Claim Notice shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of or limit the final amount of such Losses) and a description of the basis for such Claim. The Indemnitor will have 30 days from receipt of such Claim Notice to dispute the Claim (a “Claims Response”). If the Indemnitor does not give notice to the Indemnitee that it disputes such Claim within 30 days after its receipt of the Claim Notice, the Claim specified in such Claim Notice will be conclusively deemed a Loss subject to indemnification hereunder. If the Indemnitor delivers a Claim Response within the 30 days after its receipt of the Claim Notice indicating that it disputes one or more of the matters identified in the Claims Notice, then the Purchaser and the Member Representative shall promptly meet and use their reasonable efforts to settle the dispute. If the Purchaser and the Member Representative are unable to reach agreement within thirty (30) days after the delivery of the Claims Response, then either the Purchaser or the Member Representative may resort to other legal remedies, subject to the limitations set forth in this Article IX. For all purposes of this Article IX (including those pertaining to disputes under Section 9.5(a) and this Section 9.5(b)), the Purchaser and the Member Representative shall cooperate with and make available to the other party and its respective Representatives all information, records and data, and shall permit reasonable access, during normal business hours and upon advance written notice, to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes.
Indemnification Procedures for Non-Third Party Claims. Prior to any applicable expiration date under Section 12.01, if an Indemnitee has incurred Damages, other than in connection with a Third Party Claim (as defined below), such Indemnitee shall promptly deliver to the applicable Member(s) or Parent subject to an indemnity obligation to such Indemnitee pursuant to Section 12.02 (an “Indemnitor”) or, in the event the Indemnitor is a Member, the Member Representative a notice signed by any officer thereof (or in the event the Indemnitee is not an entity, signed by the Indemnitee) (an “Indemnity Notice”) (i) stating that such Indemnitee has incurred Damages and (ii) specifying in reasonable detail (to the extent available) the individual items of Damages included in the amount so stated and the nature of the breach of warranty or covenant to which such item is related. After the giving of any Indemnity Notice, the amount of Damages to which the Indemnitee shall be entitled in respect thereof shall be determined: (x) by a written agreement between the Indemnitor and Indemnitee expressly stating that it is an agreement made pursuant to this Section 12.05 or (y) by a final judgment or decree of any court having jurisdiction over the party against which such determination is to be enforced; provided, however, that the failure by an Indemnitee to deliver an Indemnity Notice promptly shall not prevent any Indemnitee from being indemnified hereunder for any Damages, except to the extent that the failure to so promptly notify the Indemnitor materially prejudices the Indemnitor.
Indemnification Procedures for Non-Third Party Claims. If any Indemnified Party desires to make a claim for indemnification pursuant to this Agreement which does not involve a third party claim, the Indemnified Party shall with reasonable promptness give the Indemnifying Party written notice describing the claim or assertion of liability in reasonable detail, provided, that any delay or failure of the Indemnifying Party to notify shall not relieve it from any liability which it may have to the Indemnified Party except to the extent of any prejudice resulting directly from such delay or failure. The Indemnifying Party shall have thirty (30) days to remedy any such claim or assertion of liability.
Indemnification Procedures for Non-Third Party Claims. The Indemnified Party shall deliver written notice to the Indemnifying Party promptly upon its discovery of any matter for which the Indemnifying Party may be liable to the Indemnified Party hereunder that does not involve a Third Party Claim (a “Non-Third Party Claim”), which written notice shall also (a) state in reasonable detail the facts and circumstances related to such Loss and the nature of the misrepresentation, breach of warranty or claim to which such Loss is related, (b) that the Indemnified Party has paid or properly accrued Losses or reasonably expects that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement (and, to the extent known or reasonably calculable, the Indemnified Party’s good faith estimate of the amount of its Losses) and (c) the date such item was paid or accrued. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include retaining and providing the Representative and its representatives, upon reasonable advance notice and during regular business hours, with reasonable access to (y) all books, records and other documents (including work papers, memoranda, financial statements, Tax Returns, Tax schedules and work papers, Tax rulings, and other determinations, etc.) relating to or containing information relevant to such claim in their possession and (z) the Purchaser’s and the Company’s employees, accountants and other professional advisors (including making the Company’s chief financial officer, accountants and attorneys available to respond to reasonable written or oral inquiries of the Representative and its representatives). The Representative shall act on behalf of all Sellers as Indemnifying Parties in the case of all Non-Third Party Claims with respect to which a Purchaser Indemnified Party is seeking indemnification pursuant to Section 11.02(a) or Section 13.05(a).