Non-Third Party Claim Clause Samples

Non-Third Party Claim. If the claim does not relate to a claim or the commencement of an action or proceeding by a Third Party, the Seller shall have sixty (60) days after receipt of the Claim Notice to object to the subject matter and the amount of the claim set forth in the Claim Notice by delivering written notice thereof to the Purchaser. If the Seller does not object within such sixty (60) day period, it shall be deemed to have conclusively agreed to indemnify the Purchaser for the matters set forth in the Claim Notice. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Claim Notice, the Seller and the Purchaser shall use their best efforts to settle the claim. If the Seller and the Purchaser are unable to settle the claim, the matter shall be resolved in the manner set forth in Article 16 of this Agreement.

Non-Third Party Claim. In the event any Indemnified Party should have a claim under Section 9.1 against any Indemnifying Party that does not Involve a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure or delay by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure or delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss indemnified in the Indemnity Notice will be conclusively deemed a liability of the Indemnified Party under Section 9.1 and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute and. if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Non-Third Party Claim. Any claim asserted hereunder that is not a Third Party Claim shall be asserted by the indemnified party by promptly delivering notice thereof to the indemnifying party.

Non-Third Party Claim. If Buyer seeks indemnification under this Article 9, Buyer shall promptly give notice thereof by delivering an Officer's Certificate to Seller. Seller may object to such claim by written notice to Buyer specifying the basis for such objection, within thirty (30) days following Seller's receipt of notice from Buyer regarding such claim. If no objection is made, the Escrow Shares shall be reduced as described above in Section 9.2.

Non-Third Party Claim. If the claim does not relate to a claim or the commencement of an action or proceedings by a Third Party, the Guarantor shall have sixty (60) days after receipt of the Claim Notice to object to the subject matter and the amount of the claim set forth in the Claim Notice by delivering written notice thereof to the Purchaser. Any failure or delay on the part of the Guarantor to so object shall not prejudice the Guarantors right to object against the claim, but may, under certain circumstances, increase the amount of the Claim. If the Guarantor sends notice to the Purchaser objecting to the matters set forth in the Claim Notice, the Guarantor and the Purchaser shall use their best efforts to settle the claim. If the Guarantor and the Purchaser are unable to settle the claim, the matter shall be resolved in the manner set forth in ARTICLE 14 - of this Agreement.