Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. (i) If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for Damages (a “Claim”) is to be made by a Person entitled to indemnification hereunder, the recovery of Person claiming such Damages from an indemnifying partyindemnification (the “Indemnified Party”), such indemnified party subject to clause (ii) below, shall deliver give written notice (a Notice (an “Indemnification Claim Notice”) to the indemnifying partyPerson (the “Indemnifying Party”) as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.4. Each Indemnification Claim Notice The failure of any Indemnified Party to give timely notice hereunder shall (i) state that not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such indemnified party believes that that there is or has been a breach failure. In the case of a representationClaim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, warranty or covenant contained a “Third-Party Claim”), if the Indemnifying Party shall acknowledge in writing to the Agreement or that Indemnified Party under the terms of its indemnity hereunder in connection with such indemnified Third-Party Claim, then (A) the Indemnifying party is otherwise shall be entitled to indemnificationand, compensation or reimbursement under this Article XIif it so elects, shall be obligated at its own cost, risk and expense, (ii1) contain a brief description to take control of the circumstances supporting defense and investigation such indemnifiedThird-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled including, without limitation, to indemnification, compensation or reimbursementemploy and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (iiiB) the Indemnifying Party shall be entitled (but not obligated), if practicable contain a good faithit so elects, non-bindingto compromise or settle such claim, preliminary estimate which compromise or settlement shall be made only with the written consent of the aggregate dollar amount Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of actual the defense and potential damages that have, arisen and may arise as a result investigation of such breach lawsuit or other matter as set forth legal action in accordance with this Section 6.4, the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Indemnification Third-Party Claim; provided that, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice. For the avoidance of doubt, the parties agree Indemnified Party against which such Third-Party Claim has been asserted shall upon delivering notice to such effect to the Indemnifying Party have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise and settlement of such Third- Party Claim on behalf of and for the account of the Indemnifying Party; provided that if an indemnified party is entitled such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to make an indemnification claim under more than one clause and in accordance with this Section 6.4 and for any final judgment (subject to any right of either Section 11.02(a) or 11.02(bappeal), as applicable, and the indemnified Indemnifying party may make agrees to indemnify and hold harmless each Indemnified Party from and against any and all Damages by reason of such claim under any settlement or all of the applicable provisionsjudgment.

Procedure for Claims. If Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification shall give written notice of such claim ("Notice of Claim") to the other party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or claims (iii) the named parties to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XIany action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party wishes has been advised by such counsel that representation of the Company and the Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to make a claim for actual or potential differing interests between them (in which case, if the recovery indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of such Damages from an the indemnifying party, such indemnified the indemnifying party shall deliver a Notice (an “Indemnification Claim Notice”) have neither the right nor the obligation to assume the indemnifying party. Each Indemnification Claim Notice shall (i) state that defense of such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description action on behalf of the circumstances supporting such indemnified, indemnified party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If (a) In each instance, when a claim for indemnification pursuant to Section 10.2 (a “Claim”) is to be made by an Indemnified Party entitled to indemnification hereunder, the aggregate amount of Damages sought with respect to one or more of the submitted Claims must exceed $5,000. The Indemnified Party claiming indemnification shall give written notice to the other Party (the “Indemnifying Party”) reasonably promptly after the Indemnified Party becomes aware of any indemnified party has fact, condition or claims event that may give rise to have incurred or suffered Damages for which it is or indemnification may be entitled to indemnificationsought under Section 10.2, compensation or reimbursement under this Article XI, and receipt by the indemnified party wishes to make Indemnified Party of notice of a claim involving the assertion of a claim by a Third Party, including a Governmental Entity, that may give rise to Damages for which indemnification may be sought under Section 10.2 (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”). The failure of any Indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except and only to the recovery extent that the Indemnifying Party suffers damage caused by such failure. The Indemnifying Party shall have 30 days (or such lesser number of days set forth in the notice as may be required by court proceeding in the event of a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim, in which case the Indemnifying Party shall be obligated to defend the Indemnified Party against such Third Party Claim. In the case of a Third Party Claim, subject to the limitations of Section 10.2, the party conducting the defense (the “Defending Party”) shall determine and conduct the defense, compromise or settlement of such Damages from an indemnifying partyThird Party Claim, such indemnified and, subject to the limitations of Section 10.2, (a) the other party shall deliver a Notice (an the “Indemnification Claim NoticeNon-Defending Party”) shall make available to the indemnifying partyDefending Party any documents and materials in its or its Affiliates’ possession or control that may be necessary to the defense of such Third Party Claim and (b) the Defending Party shall keep the other Party reasonably informed of all material developments and events relating to such Third Party Claim. Each Indemnification The Non- Defending Party, at its sole option and expense, may participate in any defense and investigation of such Third Party Claim Notice or settlement negotiations with respect to such Third Party Claim, unless the Non-Defending Party shall have reasonably concluded, based on the written advice of counsel, that representation of the Non-Defending Party by the same counsel as represents the Defending Party would be inappropriate due to an actual material conflict of interest between them, in which chase the Non-Defending Party’s participation shall be at the expense of the Defending Party. Except with the written consent of the Non-Defending Party (not to be unreasonably withheld, conditioned or delayed), the Defending Party will not, in the defense of a Third Party Claim, consent to the entry of any judgment or enter into any compromise or settlement (w) which does not include as an unconditional term thereof the giving to the Indemnified Party by the Third Party of a release from all liability with respect to such suit, claim, action or proceeding; (x) unless there is no finding or admission of (i) state that such indemnified party believes that that there is any violation of Law by the Indemnified Party (or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XIany Affiliate thereof), (ii) contain a brief description any liability on the part of the circumstances supporting such indemnified, party’s belief that there is Indemnified Party (or has been such a possible breach any Affiliate thereof) not indemnified hereunder or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain any violation of the rights of any Person and no effect on any other claims of a good faith, similar nature that may be made by the same Third Party against the Indemnified Party (or any Affiliate thereof); (y) which exceeds the applicable indemnification limitations as set forth herein; or (z) which provides for 35 injunctive or other non-bindingmonetary equitable relief against the Indemnified Party or its Affiliates or their respective businesses. (b) Notwithstanding the foregoing, preliminary estimate if a Third Party Claim includes or would reasonably be expected to include both a claim for Taxes that are Liabilities pursuant to Section 2.3(c) (“Purchaser Taxes”) and a claim for Taxes that are not Liabilities pursuant to Section 2.3(c) (“Seller Taxes”), and such claim for Seller Taxes is not separable from such a claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or Purchaser, as the case may be, the “Controlling Party”) shall be entitled to control the defense of such Third Party Claim (such Third Party Claim, a “Tax Claim”). In such case, the other Party (Seller or Purchaser, as the case may be, the “Non-Controlling Party”) shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non- Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the aggregate dollar amount of actual Tax Claim that are Seller Taxes and potential damages that have, arisen and may arise as a result of such breach or other matter are Purchaser Taxes. ARTICLE 11 MISCELLANEOUS 11.1 Public Announcements. Other than as set forth in Section 7.1, no Party shall issue or make any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the prior approval of the other Party, except for any such Indemnification Claim Noticedisclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. For If a Party is, in the avoidance opinion of doubtits counsel, required by applicable Law or the parties agree that if an indemnified party is entitled rules of a stock exchange on which its securities are listed to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b)a public disclosure, such Party shall submit the proposed disclosure in writing as applicable, the indemnified party may make such claim under any or all far in advance of the applicable provisions.disclosure as practicable to the other Party and provide the other Party a reasonable opportunity to comment thereon. The contents of any public announcement, press release or other public disclosure that has been reviewed and approved by the reviewing Party or that is consistent with the foregoing may then be rereleased by any Party without a requirement for advance notice or reapproval. 11.2