Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will provide written notice to the Indemnitor promptly following its discovery of any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which Claim Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) 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 representation, warranty, covenant or agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (in the case of the amount of Losses, to the extent reasonably available and known). If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt of the Claim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, 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. The Indemnitee will provide written notice to notify the Indemnitor in writing promptly following of its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claim Notice shall (ia) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the such Indemnitee is entitled to indemnification pursuant heretoto this Agreement, and (iib) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was incurred or paid or properly accrued, the basis for any anticipated liability and the nature of the breach of representation, warranty, covenant or agreement contained herein to which each such item is related and the computation of the amount to which such the Indemnitee claims to be entitled hereunder (in the hereunder(in each case of the amount of Losses, to the extent reasonably available and knowndeterminable). If Notwithstanding the foregoing, in no event shall the failure of an Indemnitee to promptly notify the Indemnitor per the terms of the immediately preceding sentence affect the Indemnitee’s rights to be indemnified hereunder, unless (and then only to the extent that) the Indemnitor is materially prejudiced thereby. In the event that the Indemnitor does not acknowledge in writing its obligation to indemnify notify the Indemnitee with respect to that it disputes such Losses claim within 30 45 days after its following receipt of the such Claim Notice, the Indemnitor will claim specified therein shall be deemed a liability of the Indemnitor hereunder (subject to have rejected such claimthe limitations set forth in this Article VIII, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunderapplicable). The failure to provide such notice, however, Indemnitee shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such Such assistance and cooperation will shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to reasonably (in the view of the providing party) assist in the investigation, defense and resolution of such matters and providing reasonable (in the view of the providing party) legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will provide written notice to the Indemnitor promptly promptly, and in any event within 30 days, following its discovery of any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which Claim Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) 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 representation, warranty, covenant or agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (in the case of the amount of Losses, to the extent reasonably available and known)hereunder. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt of the Claim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the The Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such 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. The Indemnitee will provide written notice to notify the Indemnitor in writing promptly following of its discovery of any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which such notice to contain the information set forth in the following sentence; provided that any Notice of Claim required to be provided to the Company Stockholders, the Company Optionholders and RSU Holders as Indemnitors pursuant to Section 12.2 shall be delivered to the Stockholder Representative; provided, further, that the failure to provide the Notice of Claim shall not release any Indemnitor from any of its, his or her obligations under this Article XII except to the extent that such Indemnitor has been actually and materially prejudiced by such failure. The Notice of Claim shall (i) state that the Indemnitee has paid paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which the such Indemnitee is entitled to indemnification pursuant heretoto this Agreement, (ii) state the amount of such Losses to the extent known, and (iiiii) specify in reasonable detail each individual item of Loss included in the amount so stated, material facts known to the date Indemnitee giving rise to such item was paid or properly accrued, the basis for any anticipated liability claim and the representationnature of the misrepresentation, breach of warranty, breach of covenant or agreement contained herein claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (in the case of the amount of Losses, to the extent reasonably available and known). If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt of the Claim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure Indemnitor shall have twenty (20) days after receipt of any notice for a claim by an Indemnitee to provide dispute such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failureclaim. Subject to Section 8.11, the The Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such 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. If the Indemnitor fails to dispute such claim within the twenty day period specified above, or upon a final resolution of any dispute in favor of an Indemnitee (a “Resolved Claim”), such claim specified by the Indemnitee shall be conclusively deemed Losses subject to indemnification under this Article XII, and, to the extent such Losses are not satisfied by a distribution from the Escrow Fund, the Indemnitor(s) shall, within five (5) Business Days, make payment by wire transfer to a bank account designated in writing by such Indemnitee (such designation to be made at least two (2) Business Days prior to the date such payment is due) in immediately available funds of such amount, together with interest thereon at a rate equal to the rate of interest from time to time announced by Xxxxx Fargo Bank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed from the Closing Date to the date of payment.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee Parent Indemnified Person will provide deliver a written notice to the Indemnitor Indemnifying Person as promptly as reasonably practicable following its discovery the Parent Indemnified Person’s first obtaining actual knowledge of any a matter for which the Indemnitor may Indemnifying Person would be liable required to indemnify the Parent Indemnified Person hereunder that does not involve a Third Party Claim, which Claim Notice shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled . Subject to indemnification pursuant hereto, and (ii) specify in reasonable detail each individual item of Loss included in the amount so statedSection 10.1, the date such item was paid or properly accrued, failure of any Parent Indemnified Person to so notify the basis for any anticipated liability and the representation, warranty, covenant or agreement contained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (in the case of the amount of Losses, to the extent reasonably available and known). If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt of the Claim Notice, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, Indemnifying Person shall not release relieve the Indemnitor from any Indemnifying Person of its indemnification obligations under this Article VIII hereunder except to the extent that the Indemnitor Indemnifying Person is actually and materially prejudiced by such failure. Subject If the Indemnifying Person does not notify the Parent Indemnified Person within fifteen (15) Business Days following its receipt of such written notice that the Indemnifying Person disputes its liability to Section 8.11the Parent Indemnified Person, the Indemnitee Indemnifying Person will be deemed to have admitted liability with respect to such Losses. If the Indemnifying Person timely disputes such claim, the Parent Indemnified Person shall provide the Indemnifying Person with such information and records as the Indemnifying Person may reasonably cooperate with and assist the Indemnitor request in determining order to determine the validity of any such claim for indemnity by the Indemnitee Parent Indemnified Person, subject to the Access and in otherwise resolving such mattersAssistance Limitations. Subject to Section 8.11, such Such assistance and cooperation will shall include providing reasonable access to and copies of information, books, 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. For purposes of this Section 6.16, if the Merger Participants, collectively, comprise the Indemnifying Person, then in each such case all references to such Indemnifying Person (except for provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Seller Representative acting on behalf of such Indemnifying Person.

Indemnification Procedures for Non-Third Party Claims. The Purchaser Indemnitee will provide written notice notify the Sellers’ Representative, the XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Indemnitor Seller’s Representative) and the Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) in writing promptly following of its discovery of any matter for which the Indemnitor may be liable hereunder that does not involve a Third Party Claim, which such notice to contain the information set forth in the following sentence; provided, however, that the failure to provide the Notice of Claim shall not release any Seller from any of its, his or her obligations under this Article XI except to the extent that it has been actually and materially prejudiced by such failure. The Notice of Claim shall (i) state that the Indemnitee has paid paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur liability for Losses for which the such Indemnitee is entitled to indemnification pursuant heretoto this Agreement, (ii) state the amount of such Losses to the extent known, and (iiiii) specify in reasonable detail each individual item of Loss included in the amount so stated, material facts known to the date Indemnitee giving rise to such item was paid or properly accrued, the basis for any anticipated liability claim and the representationnature of the misrepresentation, breach of warranty, breach of covenant or agreement contained herein claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (hereunder. The Sellers’ Representative on behalf of the Sellers in the case of a claim under Section 11.2(a), the amount Sellers’ Representative or XX Xxxxxxx Sellers (or another designee of Losses, to the extent reasonably available and known). If the Indemnitor does not acknowledge XX Xxxxxxx Sellers identified in writing its obligation to indemnify Purchaser by the Indemnitee with respect Seller’s Representative) on behalf of the XX Xxxxxxx Sellers in the case of a claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to such Losses within 30 Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c), shall have twenty (20) days after its receipt of the Claim Notice, the Indemnitor will be deemed any notice for a claim by an Indemnitee to have rejected dispute such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the Indemnitee will reasonably cooperate with and assist the Indemnitor Sellers’ Representative, XX Xxxxxxx Sellers and Management Blocker Sellers (or their respective designees) in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such 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. If the Sellers’ Representative, on behalf of the Sellers, in the case of a claim under Section 11.2(a), the Sellers’ Representative or XX Xxxxxxx Sellers (or another designee of the XX Xxxxxxx Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the XX Xxxxxxx Sellers in the case of a claim under Section 11.2(b), the Sellers’ Representative or Management Blocker Sellers (or another designee of the Management Blocker Sellers identified in writing to Purchaser by the Seller’s Representative) on behalf of the Management Blocker Sellers in the case of a claim under Section 11.2(c) fails to dispute such claim within the twenty day period specified above, or upon a final resolution of any dispute in favor of an Indemnitee (a “Resolved Claim”), such claim specified by the Indemnitee shall be conclusively deemed Losses subject to indemnification under this Article XI.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will provide written notice to shall notify the Indemnitor in writing as promptly as practicable following its discovery of any matter for which the Indemnitor Indemnitee may be liable hereunder seek indemnification pursuant to this Article IX that does not involve a Third Third-Party Claim, which Claim Notice . Such notice shall (ia) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the such Indemnitee is entitled to indemnification pursuant heretoto this Agreement, and (iib) specify in reasonable detail detail, as applicable, 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 representationnature of the misrepresentation, breach of warranty, breach of covenant or agreement contained herein claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (in under this Agreement; provided, however, that a failure or delay by an Indemnitee to provide such notice as promptly as practicable shall not affect the case rights or obligations of such Indemnitee unless the amount Indemnitor shall have been prejudiced as a result of Losses, to the extent reasonably available and known)such failure or delay. If the Indemnitor does not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt following delivery of the Claim NoticeNotice of Claim, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunderunder this Agreement. The failure to provide such notice, however, shall not release the Indemnitor from any of its obligations under this Article VIII except to the extent that the Indemnitor is prejudiced by such failure. Subject to Section 8.11, the Indemnitee will reasonably cooperate with and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such Such assistance and cooperation will include providing reasonable access to to, and copies of 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, in each case without expense (other than reimbursement of actual out-of-pocket expenses).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will provide written notice deliver a Claims Notice to the Indemnitor promptly following its discovery the Indemnitee’s first obtaining knowledge of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claim Claims Notice shall also (ia) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the such Indemnitee is entitled to indemnification pursuant heretoto this Agreement, and (iib) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item Loss was paid or properly accruedincurred. Subject to Section 10.1, the basis for failure of any anticipated liability and the representation, warranty, covenant or agreement contained herein Indemnitee to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder (in the case of the amount of Losses, to the extent reasonably available and known). If so notify the Indemnitor does shall not acknowledge in writing its obligation to indemnify the Indemnitee with respect to such Losses within 30 days after its receipt of the Claim Notice, relieve the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to it hereunder. The failure to provide such notice, however, shall not release the Indemnitor from any of its indemnification obligations under this Article VIII hereunder except to the extent that the Indemnitor is actually prejudiced by such failure. Subject If the Indemnitor does not notify the Indemnitee within sixty (60) days following its receipt of such Claims Notice that the Indemnitor disputes its liability to Section 8.11the Indemnitee, the Indemnitee will reasonably cooperate be deemed to have admitted liability with respect to such Losses. If the Indemnitor timely disputes such Claims Notice, the Indemnitee shall provide reasonable cooperation and assist assistance to the Indemnitor in determining the validity of any such claim for indemnity by the Indemnitee and in otherwise resolving such matters. Subject to Section 8.11, such Such assistance and cooperation will shall include providing reasonable access to and copies of information, books, 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.