PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within thirty (30) days after a party obtains knowledge that it has sustained any Damages not involving a Third-Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder or if such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, such indemnified party shall deliver notice of such claim to the indemnifying party, together with a description of the facts and data which support the claim for indemnification; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent that the indemnifying party is actually prejudiced thereby. Any such written notice must be made to the indemnifying party not later than the expiration of the applicable survival period specified in Section 9.01 above. If the indemnifying party does not notify the indemnified party in writing within sixty (60) days following its receipt of such written notice that the indemnifying party disputes its liability to the indemnified party under this Article IX, such claim specified by the indemnified party in such written notice shall be conclusively deemed a liability of the indemnifying party under this Article IX and the indemnifying party shall, subject to satisfaction of the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such claim to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Article X below.
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Samples: Agreement and Plan of Merger (Liquidity Services Inc)
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within A claim for indemnification for any matter not involving a third party claim may be asserted by delivery of written notice to the party from whom indemnification is sought, which notice shall (i) state that such indemnified party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue indemnifiable Damages as a result of facts, circumstances, events or occurrences existing prior to the date of such written notice, (ii) state the amount of such indemnifiable Damages to the extent known at the time of such written notice and (iii) describe in reasonable detail, to the extent known, the indemnifiable Damages included in the amount so stated, including the date each such item was paid, sustained, incurred or properly accrued, or the basis for such anticipated liability, and the nature of the claim to which such indemnifiable Damages are related. Upon receipt by the indemnifying party of such written notice, the indemnifying party shall have thirty (30) days after a party obtains knowledge that to review such notice for indemnification and state whether it has sustained any Damages objections to the matters stated therein. If the indemnifying party has not involving a Third-Party Claim objected in writing to any claim or action which claims made in such party reasonably believes may give rise to a claim notice for indemnification from another party hereunder or if within thirty (30) days of receipt of such notice of indemnification, the amount of such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, shall thereupon become payable to such indemnified party by such indemnifying party. In the event Buyer reasonably believes a claim pursuant to this Section 10.9 may result in a demand against the Escrow Fund, it shall deliver the written notice claiming indemnification to Stockholders’ Representative and such notice shall be deemed to be delivery of such claim the notice to the indemnifying party, together with a description of the facts and data which support the claim for indemnificationSecurityholders; provided, however, that failure to so notify in the indemnifying party shall not relieve the indemnifying party of its event indemnification obligations hereunder, except to the extent that the indemnifying party is actually prejudiced thereby. Any such written notice must be made to the indemnifying party not later than the expiration of the applicable survival period specified in Section 9.01 above. If the indemnifying party does not notify the indemnified party in writing within sixty (60) days following its receipt of such written notice that the indemnifying party disputes its liability to the indemnified party under this Article IXbeing sought hereunder directly from a Seller Indemnifying Party, such claim specified by the indemnified party in such written notice shall be conclusively deemed a liability of the indemnifying party under this Article IX and the indemnifying party shall, subject to satisfaction of the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such claim to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect delivered to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Article X below.Seller Indemnifying Party. ARTICLE XI
Appears in 1 contract
Samples: Agreement and Plan of Merger
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within A claim for indemnification for any matter not involving a third party claim may be asserted by notice from the Indemnified Party to the Indemnifying Party. Such notice shall specify the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except where (and then only to the extent that) the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party shall have thirty (30) days after a party obtains knowledge that it has sustained any Damages not involving a Third-Party Claim or action which to object to such party reasonably believes may give rise to a claim for indemnification from another party hereunder or if such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, such indemnified party shall deliver by delivery of a written notice of such claim objection to the indemnifying party, together with Indemnified Party. Failure to timely so object shall constitute a description final and binding acceptance of the facts and data which support the claim for indemnification; provided, however, that failure to so notify indemnification by the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunder, except Indemnifying Party. If an objection is timely delivered to the extent that Indemnified Party by the indemnifying party Indemnifying Party, and the dispute is actually prejudiced therebynot resolved by the Indemnified Party and the Indemnifying Party within ten (10) days from the date the Indemnified Party receives such objection, the Indemnified Party and the Indemnifying Party shall have twenty (20) days to attempt to settle such dispute by mediation before a single mediator in New York, New York. Any In the event the disputed indemnification claim is not resolved by mediation within such written notice must time period, the Indemnified Party and the Indemnifying Party shall be made entitled to the indemnifying party not later than the expiration pursue any available remedies to obtain a resolution of the applicable survival period specified in Section 9.01 abovedisputed Indemnification Claim. If the indemnifying party does not notify the indemnified party in writing within sixty (60) days following its receipt of such written notice that the indemnifying party disputes its liability to the indemnified party under this Article IX, such claim specified by the indemnified party in such written notice shall be conclusively deemed a liability Upon determination of the indemnifying party under this Article IX amount of an indemnification claim, whether by agreement between the Indemnifying Party and the indemnifying party shallIndemnified Party or by other final adjudication, subject to satisfaction of the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such indemnification claim to the indemnified party on demand or, in the case of any notice in which the amount shall be paid within ten (10) days of the claim (or any portion thereof) date such amount is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability determined in accordance with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Article X belowthis Section 8.5.
Appears in 1 contract
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within A claim for indemnification for any matter not involving a third party claim may be asserted by delivery of written notice to the party from whom indemnification is sought, which notice shall (i) state that such indemnified party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue indemnifiable Damages as a result of facts, circumstances, events or occurrences existing prior to the date of such written notice, (ii) state the amount of such indemnifiable Damages to the extent known at the time of such written notice and (iii) describe in reasonable detail, to the extent known, the indemnifiable Damages included in the amount so stated, including the date each such item was paid, sustained, incurred or properly accrued, or the basis for such anticipated liability, and the nature of the claim to which such indemnifiable Damages are related. Upon receipt by the indemnifying party of such written notice, the indemnifying party shall have thirty (30) days after a party obtains knowledge that to review such notice for indemnification and state whether it has sustained any Damages objections to the matters stated therein. If the indemnifying party has not involving a Third-Party Claim objected in writing to any claim or action which claims made in such party reasonably believes may give rise to a claim notice for indemnification from another party hereunder or if within thirty (30) days of receipt of such notice of indemnification, the amount of such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, shall thereupon become payable to such indemnified party by such indemnifying party. In the event Buyer reasonably believes a claim pursuant to this Section 10.9 may result in a demand against the Escrow Fund, it shall deliver the written notice claiming indemnification to Stockholders’ Representative and such notice shall be deemed to be delivery of such claim the notice to the indemnifying party, together with a description of the facts and data which support the claim for indemnificationSecurityholders; provided, however, that failure to so notify in the indemnifying party shall not relieve the indemnifying party of its event indemnification obligations hereunder, except to the extent that the indemnifying party is actually prejudiced thereby. Any such written notice must be made to the indemnifying party not later than the expiration of the applicable survival period specified in Section 9.01 above. If the indemnifying party does not notify the indemnified party in writing within sixty (60) days following its receipt of such written notice that the indemnifying party disputes its liability to the indemnified party under this Article IXbeing sought hereunder directly from a Seller Indemnifying Party, such claim specified by the indemnified party in such written notice shall be conclusively deemed a liability of the indemnifying party under this Article IX and the indemnifying party shall, subject to satisfaction of the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such claim to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect delivered to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Article X belowSeller Indemnifying Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Verisk Analytics, Inc.)
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within thirty (30) days after a party obtains knowledge that it has sustained In the event any Damages not involving a Third-Indemnified Party Claim or action which such party reasonably believes may give rise to should have a claim for indemnification against any Indemnitor that does not involve a third party claim being asserted against or sought to be collected from another party hereunder or if such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05Indemnified Party, such indemnified party the Indemnified Party shall deliver notice of such claim with reasonable promptness to the indemnifying partyIndemnitor, together with a description stating the basis or grounds in this Agreement for the indemnity and the amount of the facts and data which support the Indemnified Party’s claim for indemnification; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent that then known and quantifiable. The Indemnitor shall have thirty (30) calendar days after its receipt of such claim to (i) agree to the indemnifying party is actually prejudiced thereby. Any amount or method of determination set forth in such claim and pay such amount to the Indemnified Party in immediately available funds or (ii) provide the Indemnified Party with written notice must be made that it disputes either its obligation to provide the indemnifying party not later than indemnification sought in such notice or the expiration amount of the applicable survival period specified in Section 9.01 aboveIndemnified Party’s claim. If the indemnifying party Indemnitor does not notify the indemnified party in writing Indemnified Party within sixty thirty (6030) calendar days following its receipt of such written notice that the indemnifying party Indemnitor disputes its liability to the indemnified party under this Article IXIndemnified Party with respect to such claim, such claim specified by the indemnified party Indemnified Party in such written notice shall be conclusively deemed a liability of the indemnifying party under this Article IX and Indemnitor. If the indemnifying party shall, subject to satisfaction of Indemnitor delivers a notice disputing the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such claim to the indemnified party on demand or, in the case of any notice in which the basis for or amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party Indemnitor and the indemnified party Indemnified Party shall proceed negotiate in good faith to negotiate a resolution of such dispute and, if resolve the matter. In the event that the controversy is not resolved through negotiationswithin twenty (20) calendar days of the giving of a notice by the Indemnitor disputing the claim, such dispute shall be resolved pursuant the parties thereafter may pursue any and all available remedies at law (subject to Article X belowthe limitations and conditions provided in this Agreement).
Appears in 1 contract
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. Within thirty A claim for indemnification for any other matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought given prior to the expiration of the indemnification notice period, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than forty-five (3045) days after a party obtains knowledge that it has sustained any Damages not involving a Third-Party Claim or action which such party reasonably believes may give rise to a claim for indemnification from another party hereunder or if such Damages allegedly sustained could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, such indemnified party shall deliver notice becomes aware of such claim to (provided that the indemnifying party, together with a description of the facts and data which support the claim for indemnification; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party of its indemnification obligations hereunderany liability it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such claim is actually prejudiced thereby. Any by the indemnified party's failure to give such written notice must be made to notice), and the indemnifying party not later than will have a period of ninety (90) days within which to respond to such claim, specifying the expiration portion of the applicable survival period specified in Section 9.01 aboveclaim that is disputed and the basis for such position. If the indemnifying party does not notify the indemnified party in writing respond within sixty such ninety (6090) days following its receipt of such written notice that day period the indemnifying party disputes its liability will be deemed to the indemnified party under this Article IX, such claim specified by the indemnified party in such written notice shall be conclusively deemed a liability of the indemnifying party under this Article IX and the indemnifying party shall, subject to satisfaction of the applicable threshold and basket requirements as set forth in Section 9.04 and Section 9.05 and the other limitations in this Article IX, pay the amount of such claim to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of have accepted such claim (or such portion thereof) becomes finally determinedsubject to the other provisions of this Article XI). If the indemnifying party has timely disputed its liability with respect to responds within such claim, as provided aboveninety (90) day period, the indemnifying party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim, if any, on demand (subject to the other provisions of this Article XI). If the indemnifying party rejects any portion of such claim, the indemnified party shall proceed in good faith will be free to negotiate a resolution seek enforcement of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant its rights to Article X belowindemnification under this Agreement.
Appears in 1 contract
