Common use of Procedure in Event of Indemnification Claim Clause in Contracts

Procedure in Event of Indemnification Claim. If an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 or Section 7.02, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties in accordance with the procedures set forth in Section 7.04(a) hereof. If any Indemnifying Party does not object within twenty (20) days after receipt of the Indemnification Notice to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 or Section 7.02 or the amount of Damages asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, “Permitted Indemnification Claims”). If any Indemnifying Party contests the propriety of an indemnification claim described in the Indemnification Notice or the amount of Damages associated with such claim, then that Indemnifying Party shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 8.05 hereof. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim. If the procedures in Section 8.05 result in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 or Section 7.02 such claim or portion thereof shall be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim.

Procedure in Event of Indemnification Claim. If Subject to the limitations in Section 8.4 and Section 8.5 hereof, if an Indemnitee desires to assert an indemnification claim Claim pursuant to Section 7.01 8.1 or Section 7.028.3, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties in accordance with the procedures set forth in this Section 7.04(a) hereof8.6(a). If any Indemnifying Party Subject to Section 8.4 and Section 8.5, if the recipient of a duly and timely delivered Indemnification Notice does not object within twenty thirty (2030) days after receipt of the Indemnification Notice to the propriety of the indemnification claims Claims described as being subject to indemnification pursuant to Section 7.01 8.1 or Section 7.02 8.3 or the amount of Damages Losses asserted in the Indemnification Notice, the indemnification claims Claims described and, if applicable, the amount of Damages asserted, Losses asserted in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party (hereinafter, collectively with any claims Claims either agreed to between the parties or finally determined in accordance with Section 8.059.5, “Permitted Indemnification Claims”). If any Indemnifying Party the recipient of a duly and timely delivered Indemnification Notice contests the propriety of an indemnification claim Claim described in the Indemnification Notice or the amount of Damages Losses associated with such claimClaim, then that Indemnifying Party such recipient shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party such recipient has with respect to the indemnification claims Claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party party and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days Business Days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 8.05 9.5 hereof. Any Subject to Section 8.4 and Section 8.5, any undisputed indemnification claims Claims or Damages Losses contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim. If In addition, subject to Section 8.4 and Section 8.5, if the procedures in Section 8.05 9.5 result in all or any portion of an indemnification claim Claim properly being subject to indemnification pursuant to Section 7.01 8.1 or Section 7.02 8.3, such claim Claim or portion thereof shall be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim.

Procedure in Event of Indemnification Claim. If an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 13.1 or Section 7.0213.2, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties Indemnitor in accordance with the procedures set forth in Section 7.04(a13.3(a) hereof. If any Indemnifying Party the Indemnitor does not object within twenty (20) days after receipt of the Indemnification Notice to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 13.1 or Section 7.02 13.2 or the amount of Damages Losses asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party the Indemnitor (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, “Permitted Indemnification Claims”). EXECUTION COPY If any Indemnifying Party the Indemnitor contests the propriety of an indemnification claim described in on the Indemnification Notice or and/or the amount of Damages Losses associated with such claim, then that Indemnifying Party the Indemnitor shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party Indemnitor has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party Indemnitor and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 8.05 14.13 hereof. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties Indemnitor and shall constitute a Permitted Indemnification Claim. If the procedures in Section 8.05 14.13 result in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 13.1 or Section 7.02 13.2 such claim or portion thereof shall be final and binding upon the Indemnifying Parties Indemnitor and shall constitute a Permitted Indemnification Claim.

Procedure in Event of Indemnification Claim. If Subject to the limitations in Section 8.04, if an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 Sections 8.01 or Section 7.028.02, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties Party and the other individuals specified in Section 10.07 in accordance with the procedures set forth in Section 7.04(a8.05(a) hereof. If any Indemnifying Party does not object within twenty (20) days after receipt of the Indemnification Notice to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 or Section 7.02 or the amount of Damages asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, “Permitted Indemnification Claims”). If any Indemnifying Party contests the propriety of an indemnification claim described in on the Indemnification Notice or and/or the amount of Damages associated with such claim, then that the Indemnifying Party shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific then known objections the Indemnifying Party has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”), and the Indemnifying Party and the Indemnitee shall, within the 60-day period beginning on the date of receipt by the Indemnitee of such Indemnification Objection Notice, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have so objected. If the objecting Indemnitee and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement and any agreed upon indemnification claim shall constitute an “Agreed Indemnification Claim.” If the Indemnifying Party and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days the 60-day period after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the resolved by litigation in an appropriate court of competent jurisdiction. The party which receives a final judgment in its favor in such dispute resolution procedures set forth in Section 8.05 hereof. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final indemnified and binding upon held harmless from all reasonable attorney fees and consultant’s fees or expenses by the Indemnifying Parties and shall constitute a Permitted Indemnification Claimother party. If the procedures in Section 8.05 result litigation results in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 Sections 8.01 or Section 7.02 8.02, such claim or portion thereof shall be final and binding upon the Indemnifying Parties and shall constitute a Permitted an Agreed Indemnification Claim. In addition, any claims for Damages settled with the consent of the Indemnifying Party shall constitute an Agreed Indemnification Claim.

Procedure in Event of Indemnification Claim. If Subject to the limitations in Section 7.4 hereof, if an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 7.1, Section 7.2 or Section 7.027.3, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Party or Parties in accordance with the procedures set forth in Section 7.04(a7.5(a) hereof. If any an Indemnifying Party does not object within twenty thirty (2030) days after receipt of the Indemnification Notice to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 7.1, Section 7.2 or Section 7.02 7.3 or the amount of Damages asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, “Permitted Indemnification Claims”). If any Indemnifying Party contests the propriety of an indemnification claim described in the Indemnification Notice or the amount of Damages associated with such claim, then that Indemnifying Party shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 8.05 9.5 hereof. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim. If the procedures in Section 8.05 9.5 result in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 7.1, Section 7.2 or Section 7.02 7.3, such claim or portion thereof shall be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim.

Procedure in Event of Indemnification Claim. If Subject to the limitations in Section 7.04, if an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 or Section 7.02, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties Holder Representative in accordance with the procedures set forth in Section 7.04(a) hereof7.03(a). If any Indemnifying Party does not object the Holder Representative within twenty thirty (2030) days after receipt of the Indemnification Notice does not object to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 or Section 7.02 or the amount of Damages asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, a “Permitted Indemnification ClaimsClaim”). If any Indemnifying Party the Holder Representative contests the propriety of an indemnification claim Claim described in on the Indemnification Notice or and/or the amount of Damages associated with such claimClaim, then that Indemnifying Party the Holder Representative shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific then known objections the Indemnifying Party Indemnitee has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party Holder Representative and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth resolved by litigation in Section 8.05 hereofan appropriate court of competent jurisdiction. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim. If Final Resolution of the procedures in Section 8.05 result litigation results in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 or Section 7.02 7.02, such claim or portion thereof shall be final and binding upon the Indemnifying Parties and shall constitute a Permitted Indemnification Claim.

Procedure in Event of Indemnification Claim. If an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 13.1 or Section 7.0213.2, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties Indemnitor in accordance with the procedures set forth in Section 7.04(a13.3(a) hereof. If any Indemnifying Party the Indemnitor does not object within twenty (20) days after receipt of the Indemnification Notice to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 13.1 or Section 7.02 13.2 or the amount of Damages Losses asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party the Indemnitor (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, “Permitted Indemnification Claims”). If any Indemnifying Party the Indemnitor contests the propriety of an indemnification claim described in on the Indemnification Notice or and/or the amount of Damages Losses associated with such claim, then that Indemnifying Party the Indemnitor shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party Indemnitor has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party Indemnitor and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 8.05 14.13 hereof. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties Indemnitor and shall constitute a Permitted Indemnification Claim. If the procedures in Section 8.05 14.13 result in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 13.1 or Section 7.02 13.2 such claim or portion thereof shall be final and binding upon the Indemnifying Parties Indemnitor and shall constitute a Permitted Indemnification Claim.

Procedure in Event of Indemnification Claim. If an Indemnitee desires to assert an indemnification claim pursuant to Section 7.01 14.1 or Section 7.0214.2, the Indemnitee promptly shall provide an Indemnification Notice to the Indemnifying Parties Indemnitor in accordance with the procedures set forth in Section 7.04(a) 14.3.1 hereof. If any Indemnifying Party the Indemnitor does not object within twenty (20) days after receipt of the Indemnification Notice to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.01 14.1 or Section 7.02 14.2 or the amount of Damages Losses asserted in the Indemnification Notice, the indemnification claims described and, if applicable, the amount of Damages asserted, in the Indemnification Notice shall be deemed final and binding upon that Indemnifying Party the Indemnitor (hereinafter, collectively with any claims either agreed to between the parties or finally determined in accordance with Section 8.05, “Permitted Indemnification Claims”). If any Indemnifying Party the Indemnitor contests the propriety of an indemnification claim described in on the Indemnification Notice or and/or the amount of Damages Losses associated with such claim, then that Indemnifying Party the Indemnitor shall deliver to the Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party Indemnitor has with respect to the indemnification claims contained in the Indemnification Notice (“Indemnification Objection Notice”). If the objecting Indemnifying Party Indemnitor and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 8.05 15.17 hereof. Any undisputed indemnification claims or Damages contained in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Parties Indemnitor and shall constitute a Permitted Indemnification Claim. If the procedures in Section 8.05 15.17 result in all or any portion of an indemnification claim properly being subject to indemnification pursuant to Section 7.01 14.1 or Section 7.02 14.2 such claim or portion thereof shall be final and binding upon the Indemnifying Parties Indemnitor and shall constitute a Permitted Indemnification Claim.