Common use of Procedures Regarding Direct Claims Clause in Contracts

Procedures Regarding Direct Claims. In the event that an Indemnified Party has a claim for reimbursement which does not involve a Third Party Claim (a "Direct Claim"), the Indemnified Party shall notify the Indemnifying Party (and if Seller is the Indemnifying Party and any Funds continue to be held by Agent, Agent as well) with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim (a "Direct Claim Notice" and together with Third Party Claim Notices, the "Claim Notices"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached and the manner in which such representation and warranty or covenant and agreement is alleged to have been breached. Failure to give such reasonably prompt notice shall not relieve the Indemnifying Party of its obligations under this Article 2, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it disputes the Indemnified Party's right of reimbursement with respect to a particular Direct Claim, the Indemnified Party and the Indemnifying Party shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Nothing herein shall be deemed to prevent the Indemnified Party from initiating litigation under this Agreement, and subject to the limitations contained herein, against the Indemnifying Party with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of obtaining a Final Determination in order to establish the Indemnified Party's right to reimbursement hereunder.

Procedures Regarding Direct Claims. In the event that an Indemnified Party has a claim for reimbursement which does not involve a Third Party Claim (a "Direct Claim"), the Indemnified Party shall notify the Indemnifying Party (and if Seller is the Indemnifying Party and any Funds continue to be held by Agent, Agent as well) with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim (a "Direct Claim Notice" and together with Third Party Claim Notices, the "Claim Notices"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached and the manner in which such representation and warranty or covenant and agreement is alleged to have been breached. Failure to give such reasonably prompt notice shall not relieve the Indemnifying Party of its obligations under this Article 2, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it disputes the Indemnified Party's right of reimbursement with respect to a particular Direct Claim, the Indemnified Party and the Indemnifying Party shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Nothing herein shall be deemed to prevent the Indemnified Party from initiating litigation under this Agreement, and subject to the limitations contained herein, against the Indemnifying Party with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of obtaining a Final Determination in order to establish the Indemnified Party's right to reimbursement hereunder.the

Procedures Regarding Direct Claims. In the event that Any claim by an Indemnified Party has on account of a claim for reimbursement Loss which does not involve result from a Third Party Claim (a "“Direct Claim"), ”) shall be asserted by the Indemnified Party shall notify giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (and if Seller is 30) days after the Indemnifying Indemnified Party and any Funds continue to be held by Agent, Agent as well) with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount becomes aware of such Direct Claim (a "Direct Claim Notice" and together with Third Party Claim Notices, the "Claim Notices"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached and the manner in which such representation and warranty or covenant and agreement is alleged to have been breachedClaim. Failure The failure to give such reasonably prompt written notice shall not not, however, relieve the Indemnifying Party of its obligations under this Article 2indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced therebyforfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim (provided, however, that the Indemnified Party may also give the Escrow Agent notice of such Direct Claim prior to the Indemnifying Party’s response). The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim. If the Indemnifying Party notifies the Indemnified Party that it disputes the Indemnified Party's right of reimbursement with respect to a particular Direct Claimdoes not so respond within such thirty (30) day period, the Indemnified Party and the Indemnifying Party shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Nothing herein shall be deemed to prevent the Indemnified Party from initiating litigation under this Agreementhave accepted such 42 claim, and subject to the limitations contained herein, against in which case the Indemnifying Party with respect to any shall be liable for the payment of such Direct Claim disputed by in accordance with the Indemnifying Party for the purpose terms and conditions of obtaining a Final Determination in order to establish the Indemnified Party's right to reimbursement hereunderthis Agreement.

Procedures Regarding Direct Claims. In the event that an Indemnified Party has a claim for reimbursement which does not involve a Third Party Claim (a "Direct Claim"), the Indemnified Party shall notify the Indemnifying Party (and if any Seller is the Indemnifying Party and any Funds continue to be held by Agent, Agent as well) with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim (a "Direct Claim Notice" and together with Third Party Claim Notices, the "Claim Notices"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached and the manner in which such representation and warranty or covenant and agreement is alleged to have been breached. Failure to give such reasonably prompt notice shall not relieve the Indemnifying Party of its obligations under this Article 2, except to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it disputes the Indemnified Party's right of reimbursement with respect to a particular Direct Claim, the Indemnified Party and the Indemnifying Party shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Nothing herein shall be deemed to prevent the Indemnified Party from initiating litigation under this Agreement, and subject to the limitations contained herein, against the Indemnifying Party with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of obtaining a Final Determination in order to establish the Indemnified Party's right to reimbursement hereunder.the