Common use of Notice of Direct Claims Clause in Contracts

Notice of Direct Claims. (a) If any of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IX, the Indemnifying Party shall, subject to the provisions of Section 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement.

Notice of Direct Claims. (a) If any of the Persons to be indemnified Any claim for indemnification or contribution under this Article IX Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party promptly following the Indemnitee becoming aware of such claim (which notice clearly states that the Indemnifying Party must respond to the notice within thirty (30) days (the “Indemnified PartyIndemnification Response Period”)) has suffered or incurred any Loss subject (provided that the failure of an Indemnitee to provide prompt notice in accordance with this Section 4.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Article IX that Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide prompt notice in accordance with this Section 4.6(b)). If the Indemnitee provides a second written notice at least two (2) Business Days prior to the end of the Indemnification Response Period and such Indemnifying Party does not involve respond within the Indemnification Response Period, such specified claim shall be conclusively deemed a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation Liability of the Indemnifying Party under this Article IXSection 4.6(b) or, except in the case of any written notice in which the amount of the claim (ior any portion thereof) to is estimated, on such later date when the extent amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party is materially prejudiced thereby does not respond within the Indemnification Response Period or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to rejects such claim in whole or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IXpart, the Indemnifying Party such Indemnitee shall, subject to the provisions of Section 9.6Article VII, promptly (but, in any event, within 30 calendar days) pay be free to pursue such amount remedies as may be available to the Indemnified Party such party as contemplated by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party this Agreement and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice Ancillary Agreements, as applicable, without prejudice to agree upon the respective its continuing rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party pursue indemnification or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreementcontribution hereunder.

Notice of Direct Claims. (a) If any of the Persons to be indemnified Any claim for indemnification or contribution under this Article IX (the “Indemnified Party”) has suffered Agreement or incurred any Loss subject to indemnification under this Article IX Ancillary Agreement that does not involve result from a Third Third-Party ClaimClaim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within the thirty (30)-day period, the Indemnified Party Indemnitee shall so notify send a second notice to the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly , marked at the top in a writing describing such Lossbold lettering with the following language: “A RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE SEPARATION DISTRIBUTION, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, AND TRANSITION SERVICES AGREEMENT WITH THE UNDERSIGNED AND FAILURE TO RESPOND SHALL RESULT IN YOUR RIGHT TO OBJECT BEING WAIVED” and the method of computation of envelope containing the notice must be marked “PRIORITY.” If the Indemnifying Party does not respond within such Lossten (10)-day period, all with reasonable particularity and containing such specified claim shall be conclusively deemed a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation Liability of the Indemnifying Party under this Article IXSection 4.6(b) or, except in the case of any written notice in which the amount of the claim (ior any portion thereof) to is estimated, on such later date when the extent amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IX, the Indemnifying Party shall, subject to the provisions of Section 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object does not respond within such 30- calendar day later ten (10)-day period to any or rejects such claim set forth in an Indemnity Notice whole or in part, such Indemnitee shall be deemed free to pursue such remedies as may be the Indemnifying Party’s acceptance of, and waiver of any objections to, available to such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party party as contemplated by this Agreement and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice Ancillary Agreements, as applicable, without prejudice to agree upon the respective its continuing rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party pursue indemnification or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreementcontribution hereunder.

Notice of Direct Claims. (a) If any Any claim for indemnification of the Persons to be indemnified Losses under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX ‎ARTICLE VII that does is not involve a Third Party Claim (a “Direct Claim”) by an Indemnified Party shall be asserted by giving written notice thereof to the NWMI Sellers’ Representative or Valley Seller, as applicable (in the case of indemnification sought by a Holdco Indemnified Party), or Holdco (in the case of indemnification sought by a Seller Indemnified Party) promptly upon becoming aware of the facts or circumstances giving rise to such Direct Claim; provided, however, that any delay in providing, or the failure to provide such notification, shall not affect the right of the Indemnified Party to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in ‎Section 7.1 or to the extent that the Indemnifying Party is prejudiced by the delay or failure. Such notice shall describe the Direct Claim in reasonable detail, including (to the extent practicable) copies of any written evidence thereof and shall indicate the estimated amount of Losses, if reasonably determinable, that has been sustained by the Indemnified Party. The Indemnifying Party (acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) will have until 5:00 p.m. New York time on the date that is 30 days after the Direct Claim is asserted to respond in writing to such Direct Claim. If such response by the Indemnifying Party (acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) is not received within such 30-day period, the Indemnifying Party will be deemed to have accepted such claim. If the response of the Indemnifying Party (acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) rejecting the Direct Claim is received by the Indemnified Party within such 30-day period, the Indemnified Party shall so notify (acting through the NWMI Sellers’ Representative, Valley Seller or Holdco, as applicable) will be free to pursue such remedies as may be available to the Indemnified Party responsible for providing indemnification therefor under this Agreement (on the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, terms and the method of computation of such Loss, all with reasonable particularity and containing a reference subject to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IX, the Indemnifying Party shall, subject to the provisions of Section 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement‎ARTICLE VII.

Notice of Direct Claims. (a) If any of the Persons to be indemnified Any claim for indemnification or contribution under this Article IX Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party promptly following the Indemnitee becoming aware of such claim (which notice clearly states that the Indemnifying Party must respond to the notice within thirty (30) days (the “Indemnified PartyIndemnification Response Period”)) has suffered or incurred any Loss subject (provided that the failure of an Indemnitee to provide prompt notice in accordance with this Section 4.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Article IX that Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide prompt notice in accordance with this Section 4.6(b)). If the Indemnitee provides a second written notice at least two (2) Business Days prior to the end of the Indemnification Response Period and such Indemnifying Party does not involve respond within the Indemnification Response Period, such specified claim shall be conclusively deemed a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation Liability of the Indemnifying Party under this Article IXSection 4.6(b) or, except in the case of any written notice in which the amount of the claim (ior any portion thereof) to is estimated, on such later date when the extent amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party is materially prejudiced thereby does not respond within the Indemnification Response Period or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to rejects such claim in whole or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IXpart, the Indemnifying Party such Indemnitee shall, subject to the provisions of Section 9.6Article VII, promptly (but, in any event, within 30 calendar days) pay be free to pursue such amount remedies as may be available to the Indemnified Party such party as contemplated by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party this Agreement and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice Ancillary Agreements, as applicable, without prejudice to agree upon the respective its continuing rights of the parties with respect to each of such claimspursue indemnification or contribution hereunder. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement.Confidential Treatment Requested by WK Xxxxxxx Co Pursuant to 17 C.F.R. Section 200.83

Notice of Direct Claims. (a) If any Any claim for indemnification of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification Losses under this Article IX that does is not involve a Third Party Claim (a “Direct Claim”) by an Indemnified Party will be asserted by giving prompt written notice thereof to Seller (in the case of indemnification sought by a Buyer Indemnified Party) or Buyer (in the case of indemnification sought by a Seller Indemnified Party); provided, however, that any delay in providing, or the failure to provide such notification, will not affect the right of the Indemnified Party shall so notify to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section 9.1 or to the extent that the Indemnifying Party responsible for providing indemnification therefor under this Agreement is actually prejudiced by the delay or failure. Such notice will describe the Direct Claim in reasonable detail, including (to the “Indemnifying Party”extent practicable) promptly in a writing describing such Loss, copies of any written evidence thereof and will indicate the basis for indemnification hereunder, the amount or estimated amount of such LossLosses, if known or reasonably capable determinable, that has been sustained by the Indemnified Party. The Indemnifying Party will have 20 Business Days after the Direct Claim is asserted to respond in writing to such Direct Claim. If such response by the Indemnifying Party is not received within such 20 Business Day period, the Indemnifying Party will be deemed to have accepted such claim, in which event the Direct Claim will be deemed due and payable to the Indemnified Party. If a response of estimation, the Indemnifying Party disputing the Direct Claim is received by the Indemnified Party within such 20 Business Day period the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and the method of computation of such Loss, all with reasonable particularity and containing a reference subject to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IX, the Indemnifying Party shall, subject to the provisions of Section 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement.

Notice of Direct Claims. (a) If any of the Persons to be indemnified under this Article IX (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 shall not limit the obligation of the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IX, the Indemnifying Party shall, subject to the provisions of Section 9.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall be deemed to be the Indemnifying Party’s acceptance of, and waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Notice of Direct Claims. (a) If any of the Persons to be indemnified under this Article IX VIII (the “Indemnified Party”) has suffered or incurred any Loss subject to indemnification under this Article IX VIII that does not involve a Third Party Claim, the Indemnified Party shall so notify the Party responsible for providing indemnification therefor under this Agreement (the “Indemnifying Party”) promptly in a writing describing such Loss, the basis for indemnification hereunder, the amount or estimated amount of such Loss, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred (an “Indemnity Notice”). A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.3 8.3 shall not limit the obligation of the Indemnifying Party under this Article IXVIII, except (i) to the extent such Indemnifying Party is materially prejudiced thereby or (ii) as provided by Section 9.58.5. In the event that the Indemnifying Party agrees to or is determined to have an obligation to reimburse the Indemnified Party for Losses as provided in this Article IXVIII, the Indemnifying Party shall, subject to the provisions of Section 9.68.6, promptly (but, in any event, within 30 calendar days) pay such amount to the Indemnified Party by wire transfer of immediately available funds to the account specified in writing by the Indemnified Party; provided, that the . The Indemnifying Party may defer making such payment if it objects in a written statement to the claim made in an Indemnity Notice and delivers such statement to the Indemnifying Party prior to the expiration of such 30- calendar day period; provided, further provided that an Indemnifying Party’s failure to object within such 30- calendar day period to any claim set forth in an Indemnity Notice shall not be deemed to be the Indemnifying Party’s acceptance of, and or waiver of any objections to, such claim. If an Indemnifying Party shall so object in writing to any claim or claims made in any Indemnity Notice, the Indemnifying Party and the Indemnified Party shall attempt in good faith for a period of 20 calendar days following the Indemnified Party’s receipt of such objection notice to agree upon the respective rights of the parties with respect to each of such claims. If no such agreement can be reached after such 20- calendar day period of good faith negotiation, either the Indemnifying Party or the Indemnified Party may initiate a Proceeding for purposes of having the matter settled in accordance with the terms of this Agreement.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]