Notice and Dispute Resolution. Any claim for indemnification made directly by one party (the “Indemnified Party”) against the other party (the “Indemnifying Party”) shall be asserted by promptly delivering a written notice (the “Indemnification Notice”) from the Indemnified Party to the Indemnifying Party specifically claiming indemnification; provided, however, that the failure to promptly give such written notice shall affect the rights of an Indemnified Party only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such claim. Within fifteen (15) business days after delivery of the Indemnification Notice, the Indemnifying Party shall submit to the Indemnified Party a written response (the “Response”). If such Indemnifying Party does respond within such time period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Section 10.04 of this Agreement.
Notice and Dispute Resolution. The Corporation shall provide prompt written notice (the “Notice”) to Indemnitee of any decision to terminate or reduce the amount of indemnity payments. Indemnitee will have 10 days following receipt of the Notice to file a written appeal with the Corporation contesting the decision to deny indemnity and 30 days from receipt of the Notice to present evidence showing that the acts in controversy are indemnifiable, because they were undertaken in the reasonable belief of their legality and that they were in the best interests of the Corporation. The Corporation shall promptly review any additional evidence submitted and issue a final, written determination advising whether or not continuing indemnity will be provided and any restrictions or limitations thereon. If the determination is that continuing indemnity will be terminated or reduced, then no later than 10 days after receipt of that decision, Indemnitee may request review by the Corporation or request non-binding mediation by an independent, third party mediator selected in accordance with procedures established by a recognized entity, such as JAMS or the American Arbitration Association, providing such services at Indemnitee’s place of residence or other mutually agreeable location to assist in resolving this matter. The costs of such mediation will be borne equally by the Corporation and Indemnitee. All review proceedings and determinations under this Section shall be deemed confidential and protected from public disclosure by the joint interest privilege.
Notice and Dispute Resolution. Prior to DOE’s and WRPS’s terminating the NUCON testing and installation process set forth in subparagraphs II.C.2.a – C.4.e above, DOE and WRPS will provide notice of a “Dispute” and the Parties will engage in dispute resolution pursuant to Section X of this Agreement.
Notice and Dispute Resolution
