Common use of Response to a Demand Clause in Contracts

Response to a Demand. The indemnifying Party may reply to a Demand made under Section 5.4(a) hereof by written notice given to the indemnified Party, which notice shall state whether the indemnifying Party agrees or disagrees that the claim asserted by the indemnified party is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand. If within fifteen (15) calendar days after receipt of the Demand (the "Indemnity Notice Period") the indemnifying Party does not give to the indemnified party a notice disputing such Demand specifying the nature and amount of such dispute or if the indemnifying party gives notice that such Demand is uncontested, then the indemnifying Party shall deliver payment to the indemnified party in cash an amount equal to the value of the Losses stated in the Demand within the fifteen (15) calendar days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the indemnifying Party admits that a portion of the Demand is a valid claim under Section 5.2 or 5.3 of this Agreement and the remaining portion of the Demand is disputed, then the indemnifying Party shall pay to the indemnified party in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within the fifteen (15) calendar days of delivery of such notice from the indemnifying Party and the disputed portion of such Demand shall be resolved in accordance with Section 5.4(c).

Response to a Demand. The indemnifying Party may reply to a Demand made under Section 5.4(a) hereof by written notice given to the indemnified Party, which notice shall state whether the indemnifying Party agrees or disagrees that the claim asserted by the indemnified party is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand. If within fifteen (15) calendar days after receipt of the Demand (the "“Indemnity Notice Period"”) the indemnifying Party does not give to the indemnified party a notice disputing such Demand specifying the nature and amount of such dispute or if the indemnifying party gives notice that such Demand is uncontested, then the indemnifying Party shall deliver payment to the indemnified party in cash an amount equal to the value of the Losses stated in the Demand within the fifteen (15) calendar days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the indemnifying Party admits that a portion of the Demand is a valid claim under Section 5.2 or 5.3 of this Agreement and the remaining portion of the Demand is disputed, then the indemnifying Party shall pay to the indemnified party in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within the fifteen (15) calendar days of delivery of such notice from the indemnifying Party and the disputed portion of such Demand shall be resolved in accordance with Section 5.4(c).

Response to a Demand. The indemnifying Party Indemnitor may reply to a Demand made under Section 5.4(a9.5(a) hereof by written notice given to the indemnified Indemnified Party, which notice shall state whether the indemnifying Party Indemnitor agrees or disagrees that the claim asserted by the indemnified party Indemnified Party is a valid claim under this Agreement and agrees agree or disagrees disagree with respect to the amount of the Losses in such Demand. If the Indemnitor does not give to the Indemnified Party a notice within fifteen thirty (1530) calendar days after receipt the date of the Demand (the "“Indemnity Notice Period"”) the indemnifying Party does not give to the indemnified party a notice disputing such Demand specifying the nature and amount of such dispute or if the indemnifying party Indemnitor gives notice that such Demand is uncontested, then the indemnifying Party Indemnitor shall deliver payment to the indemnified party Indemnified Party in cash an amount equal to the value of the Losses stated in the Demand within the fifteen (15) calendar days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the indemnifying Party Indemnitor admits that a portion of the Demand is a valid claim under Section 5.2 Sections 9.2 or 5.3 9.3 of this Agreement and the remaining portion of the Demand is disputed, then the indemnifying Party Indemnitor shall pay to the indemnified party Indemnified Party in cash of an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within the fifteen (15) calendar days of delivery of such notice from the indemnifying Party Indemnitor and the disputed portion of such Demand shall be resolved in accordance with Section 5.4(c9.5(c).

Response to a Demand. The indemnifying Party Indemnification Representative may reply to a the Demand made under Section 5.4(a8.2(a) hereof by written notice given to the indemnified PartyCompensated Person and the Escrow Agent, which notice shall state whether the indemnifying Party Indemnification Representative agrees or disagrees that the claim asserted by the indemnified party Compensated Person is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses Damages in such Demand. If If, within fifteen thirty (1530) calendar days after receipt of the Demand (the "“Indemnity Notice Period") ”), the indemnifying Party Indemnification Representative does not give to the indemnified party Compensated Person and the Escrow Agent a notice disputing which asserts that a dispute exists with respect to such Demand specifying the nature and amount of such dispute or if the indemnifying party Indemnification Representative gives notice that such the Demand is uncontested, then the indemnifying Party Escrow Agent shall release from the Escrow Fund and deliver payment to the indemnified party in cash an Compensated Person such number of Escrow Shares as shall equal the amount equal of the Damages claimed, and the Escrow Fund shall be reduced to the value extent thereof, with each Company Stockholder’s percentage of the Losses stated Escrow Fund reduced in proportion to his, her or its ownership interest in the Demand within the fifteen Escrow Shares (15) calendar days of the earlier of expiration of such Indemnity Notice Period his, her or notice that the Demand is uncontestedits “Pro Rata Share”). If the notice from the indemnifying Party Indemnification Representative admits that a portion of the Demand is a valid claim under Section 5.2 or 5.3 8.1 of this Agreement and the remaining a portion of the Demand is disputed, then the indemnifying Party Escrow Agent shall pay disburse the number of Escrow Shares to the indemnified party in cash an amount equal to Compensated Person for the value of the Losses as Damages which are allocable to mutually agreed upon Losses within (the fifteen (15“Undisputed Portion”) calendar days of delivery of such notice from the indemnifying Party and the disputed portion of such Demand shall be resolved in accordance with Section 5.4(c8.2(c).