Claims Other Than Third Party Claims. Following receipt from the Vendor or the Purchaser, as the case may be (the “Indemnified Party”), of a written notice of a claim for indemnification which has not arisen in respect of a Third Party Claim (as defined in Subsection 5.6(b)), the party who is in receipt of such notice (the “Indemnifying Party”) shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party, the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), such dispute shall be resolved by an action in a court of law.
Claims Other Than Third Party Claims. In order for a Seller Indemnified Party, on the one hand, or a Purchaser Indemnified Party, on the other hand, as the case may be (each, an “Indemnified Party”) to be entitled to indemnification pursuant to this Article 8 for a Claim which has not arisen in respect of a Third Party Claim (as defined in Section 8.3(b) below), the Indemnified Party shall notify the other Party or Parties from which such indemnification is sought (each, an “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, provided that failure to give such notification shall not affect the indemnification provided hereunder unless (and only to the extent that) the Indemnifying Party shall have been materially prejudiced as a result of such failure. The Indemnifying Party shall have 30 days to make such investigation of the claim as the Indemnifying Party considers desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Indemnifying Party shall immediately pay or cause to be paid such amount to the Indemnified Party by wire transfer of immediately available funds to a bank account designated in writing by the Indemnified Party.
Claims Other Than Third Party Claims. If the claim does not relate to a third-party claim, the indemnifying persons shall have 30 days after receipt of the claim notice to notify the indemnified party in writing whether the indemnifying persons accept liability for all or any part of the claim and the method and timing of any proposed payment. If the indemnifying persons do not so notify the indemnified party, the indemnifying persons shall be deemed to have accepted liability for all damages described in the claim notice.
Claims Other Than Third Party Claims. (i) Each indemnified party will, with reasonable promptness, deliver to the indemnifying party written notice of all claims for indemnification under Section 15.04, other than Third-Party Claims, including, in reasonable detail, the basis for the claim, the nature of the Damages, and a good-faith estimate of the amount of the Damages.
Claims Other Than Third Party Claims. In the event any Indemnified Party should have a claim under this ARTICLE 8 against an Indemnifying Party that does not involve a Third Party Claim (as described in Section 8.3(b)), the Indemnified Party shall promptly give written notice and the details thereof, including copies of all relevant information and documents (collectively, an “Indemnity Notice”), to the Indemnifying Party within a period of thirty (30) days following the discovery of the claim by the Indemnified Party (the “Claim Notice Period”). The failure by the Indemnified Party to give the Indemnity Notice within the Claim Notice Period shall not impair the Indemnified Party’s rights hereunder except to the extent (and only to the extent) that the Indemnifying Party demonstrates that it has been materially prejudiced thereby.
Claims Other Than Third Party Claims. If the claim does not ------------------------------------ relate to a third-party claim, the indemnifying person shall have 30 days after receipt of the claim notice to notify the indemnified person in writing whether the indemnifying person accepts liability for all or any part of the claim and the method and timing of any proposed payment. If the indemnifying person does not so notify the indemnified party, the indemnifying persons shall be deemed to have accepted liability for all damages described in the claim notice if: (i) the claim notice contains a statement that failure to respond will constitute acceptance of liability; (ii) the indemnified person sends a second claim notice by certified mail giving the indemnifying persons an additional 10 days in which to respond and the indemnifying persons do not deny liability within the 10-day period; and (iii) the indemnified person sends a copy of the second claim notice to the indemnified person"s legal counsel named in this Agreement.
Claims Other Than Third Party Claims. A claim for indemnification for any matter not including a Third Party Claim shall be asserted by written notice to Seller (if the Indemnified Party is a Buyer Indemnified Party) or to Buyer (if the Indemnified Party is a Seller Indemnified Party), as applicable.
Claims Other Than Third Party Claims. If an Indemnitee shall desire to assert any claim or demand for indemnification provided for under this Section 5.2 other than a claim or demand in respect of, arising out of or involving a Third Party Claim, such Indemnitee shall notify the Indemnitor of the claim or demand in writing (a “Claim Notice”), describing the claim (in reasonable detail), the amount thereof (if known and quantifiable) or an estimate thereof (the “Claim Amount”), within ninety (90) days after the Indemnitee’s determination that such claim or demand has or would reasonably be expected to give rise to indemnification under Section 5.2; provided, that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder or affect, limit or reduce the indemnification provided hereunder except to the extent that the Indemnitor’s ability to defend against the claim or demand is materially and adversely affected by such failure (and then only to the extent that such failure shall have caused the damages for which the Indemnitor is obligated to be greater than such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder). Within thirty (30) days after delivery of a Claim Notice, the Indemnitor shall deliver to the Indemnitee a written response in which the Indemnitor shall (A) agree that the Indemnitee is entitled to receive all of the Claim Amount, (B) agree that the Indemnitee is entitled to receive part, but not all, of the Claim Amount (the “Agreed Amount”) or (C) contest that the Indemnitee is entitled to receive any of the Claim Amount. If the Indemnitor does not send a timely written response, then the Claim Amount set forth in any Claim Notice shall be deemed finally determined for all purposes hereunder. Any such notice that contests the Claim Notice shall describe in general terms the basis for such objection
Claims Other Than Third Party Claims. If the claim does not relate to a third-party claim, the Sellers shall have 30 days after receipt of the claim notice to notify the indemnified party in writing whether the Sellers accept liability for all or any part of the claim and the method and timing of any proposed payment. If the Sellers do not so notify the indemnified party, the Sellers shall be deemed to have accepted liability for all damages described in the claim notice.
Claims Other Than Third Party Claims. Following receipt from the Purchaser of a written notice of a claim for indemnification, the Seller shall have 30 days to make such investigation of the claim as the Seller considers necessary or desirable. For the purpose of such investigation, the Purchaser shall make available to the Seller the information relied upon by the Purchaser to substantiate the claim. If the Seller and the Purchaser agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of the claim, the Seller shall immediately pay to the Purchaser the full agreed upon amount of the claim. In the absence of agreement, the claim shall be in dispute and may be pursued by either party by such means as it shall think including instituting proceedings against the other in respect thereof.
