Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. In the event any Indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this §12.03(b). If the Indemnifying Party does not so notify the Indemnified Party, then the claims specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this §12.03(b), 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 (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, subject in all cases to any maximum limitation applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute in accordance with Article XV.

Non-Third Party Claims. In the event Within thirty (30) Business Days after a party obtains knowledge that it has sustained any Indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 that does Damages not involve involving a Third Party ClaimClaim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder, such Indemnified Party shall deliver notice of such claim to the Indemnifying Party, together with a brief description of the facts and data which support the claim for indemnification (a “Claim Notice”); provided, however, that failure to so notify the Indemnifying Party shall notify not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced thereby. Any Claim Notice must be made to the Indemnifying Party not later than the expiration of the applicable survival period specified in Section 11.1 above. If the Indemnifying Party does not deliver notice to the Indemnified Party within thirty (30) days Business Days following its receipt of such notice if a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party under this §12.03(b). If Article XI (an “Indemnification Objection”) the Indemnifying Party does not so notify the Indemnified Party, then the claims specified by the Indemnified Party in such notice shall will be conclusively deemed to be a liability of the Indemnifying Party under this §12.03(b), and the Indemnifying Party shall pay the amount of have rejected such liability to the Indemnified Party on demand orclaim, in which event the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on other party will be free to pursue such later date when the amount of such claim (or such portion of such claim) becomes finally determined, subject in all cases remedies as may be available to any maximum limitation applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute in accordance with Article XVthem.

Non-Third Party Claims. In the event any Indemnified Party should have a claim against any Indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 that hereunder which does not involve a Third Party Claim, the Indemnifying Indemnified Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if transmit to the Indemnifying Party disputes its liability a written notice (the "Indemnity Notice") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim and the basis of the Indemnified Party Party's request for indemnification under this §12.03(b)Agreement. If the Indemnifying Party does not so notify the Indemnified Party within 30 days from the Indemnifying Party's receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, then the claims claim specified by the Indemnified Party in such notice the Indemnity Notice shall be conclusively deemed to be a liability of the Indemnifying Party under this §12.03(b)hereunder; provided, however, that, if Buyer asserts a claim that is not a Third Party Claim 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 (or any portion of the claim) is estimated, on such later date when the amount of does not dispute such claim (or such portion of such claim) becomes finally determined, subject in all cases to any maximum limitation applicable thereto as set forth herein. If the Indemnifying Party has a timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute manner in accordance with Article XVthis Section 8.4, Buyer shall have offset and recoup its Losses as provided in SECTION 8.3.

Non-Third Party Claims. In the event any Indemnifying an indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party Claim for indemnity indemnification from an Indemnified indemnified Party pursuant to §12.02 that does not involve a Third Third-Party Claim, Claim and such notice is delivered by a nationally recognized overnight delivery courier and provides that the Indemnifying indemnifying Party shall must notify the Indemnified indemnified Party within thirty forty five (3045) days following its receipt of such notice if the Indemnifying indemnifying Party disputes its liability to the Indemnified indemnified Party under this §12.03(b)ARTICLE VII, then the indemnifying Party shall so notify the indemnified Party within such period of time. If the Indemnifying indemnifying Party does not so notify the Indemnified indemnified Party, then the claims claim specified by the Indemnified indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying indemnifying Party under this §12.03(b)ARTICLE VII, and the Indemnifying indemnifying Party shall pay the amount of such liability to the Indemnified indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, subject in all cases to any maximum limitation applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute in accordance with Article XV.

Non-Third Party Claims. In the event any Indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 Section 18.3 that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this §12.03(b)Section 18. If the Indemnifying Party does not so notify the 33 Indemnified Party, then the claims specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this §12.03(b)Section 18, 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 (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, determined subject in all cases to any maximum the limitation on liability applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute dispute in accordance with Article XVXIV.

Non-Third Party Claims. In the event any Indemnifying Indemnified Party receives a notice of has a claim by the office of the General Counsel under Section 8.1 or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 Section 8.2 that does not involve a Third Party Claim, the Indemnifying Indemnified Party shall notify deliver notice of such claim to the Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party within thirty (30) days following its receipt of such notice if in notifying the Indemnifying Party disputes its liability will relieve the Indemnifying Party from any obligation under this Article VIII, except to the Indemnified Party under this §12.03(b)extent such delay actually and materially prejudices the Indemnifying Party. If the Indemnifying Party does not so notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice that the Indemnifying Party disputes the liability to such Indemnified Party, then the claims such claim specified by the such Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party and shall be deemed to have been finally determined hereunder. For the avoidance of doubt, any legal fees and other expenses reasonably incurred by any Indemnified Party in connection with the assertion of any indemnification claim under this §12.03(b), and the Indemnifying Party Article VIII shall pay the amount of such liability to the Indemnified Party on demand or, be included in the case of any notice Losses subject to indemnification in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion respect of such claim) becomes finally determined, subject in all cases to any maximum limitation applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute in accordance with Article XV.

Non-Third Party Claims. In the event any Indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 Section 8.01(d) that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this §12.03(b)Article VIII. If the Indemnifying Party does not so notify the Indemnified Party, then the claims specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this §12.03(b)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 (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, subject in all cases to any maximum limitation applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute dispute in accordance with Article XVSection 10.07.

Non-Third Party Claims. In the event any Indemnifying Party receives a notice of a claim by the office of the General Counsel or such other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to §12.02 Section 18.3 that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this §12.03(b)Section 18. If the Indemnifying Party does not so notify the Indemnified Party, then the claims specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this §12.03(b)Section 18, 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 (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined, determined subject in all cases to any maximum the limitation on liability applicable thereto as set forth herein. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such Dispute dispute in accordance with Article XVXIV.