PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim may be asserted by notice to the party from whom indemnification is sought.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A Claim for indemnification for any matter not based upon a claim asserted or Proceeding commenced by a third-party may be asserted by notice to the party from whom indemnification is sought in accordance with the provisions of Section 8.4, and by following the procedures set forth in this Agreement and the Indemnity Escrow Agreement.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim shall be promptly asserted by notice to Seller.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. In the event a claim for indemnification for any matter does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. 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 to review such notice for indemnification and state whether it has any objections to the matters stated therein. If the indemnifying party has not objected in writing to any claim or claims made in such notice for indemnification within thirty (30) days of receipt of such notice of indemnification, the amount of such Damages 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 the notice to the Securityholders; provided, however, that in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, such notice shall be delivered to such Seller Indemnifying Party.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought. Any claim for indemnification which may be brought under this Section 10 may be brought until 30 days after expiration of the relevant survival period.
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. In the event any Indemnified Party should have a claim against any Indemnitor that does not involve a third party claim being asserted against or sought to be collected from the Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnitor, stating the basis or grounds in this Agreement for the indemnity and the amount of the Indemnified Party’s claim to the extent then known and quantifiable. The Indemnitor shall have 30 calendar days after their receipt of such claim to (i) agree to the 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 that it disputes either its obligation to provide the indemnification sought in such notice or the amount of the Indemnified Party’s claim. If the Indemnitor delivers a notice disputing the basis for or amount of the claim, the Indemnitor and the Indemnified Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 30 calendar days of the giving of a notice by the Indemnitor disputing the claim, the parties thereafter may pursue any and all available remedies at law (subject to the limitations and conditions provided in this Agreement).
PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. In the event any Indemnified Person shall have a claim for indemnification for any matter not involving a Third-Party Claim, the Indemnified Person shall promptly deliver written notice of such claim to the Indemnifying Person, specifying with reasonable particularity the claim and the basis for such claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Person of their indemnification obligations, except and only to the extent that such failure materially increases the Damages of the Indemnified Person in respect of such matter.
