Common use of Direct Claims Clause in Contracts

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable, acting reasonably. 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable, acting reasonably. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 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 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 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 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 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 thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall will have 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 will make available to the Indemnifying party 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 such Claim, the Indemnifying Party shall will immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 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 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice a Notice of Claim from the Indemnified Party of a ClaimParty, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 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 Party the information relied upon by the Indemnified Party 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a such Direct Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the such Direct Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be submitted to arbitration pursuant to Article 18.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 sixty (60) days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying party may reasonably request. If the Indemnified Party and the Indemnifying Party both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. ‌ With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 thirty days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to before the expiration of such 30 thirty day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any extension thereof mutually agreed upon extension thereofin writing) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed-upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day ~ period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice the Claim Notice from the Indemnified Party of a ClaimParty, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party the Party sufficient information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other non-privileged information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim. If the parties have not so agreed to the validity and/or amount of the Claim, then either party may bring an action against the other party to resolve the dispute.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 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 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with the Arbitration Act (Ontario).

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall shall, subject to Section 9.4, immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration or in such other manner as the parties may agree.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with Section 8.02.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.Claim (and for grater certainty and without limitation, the procedures in the Representation and Warranty Agreement and section 11.8 hereof shall be utilized. 66 -

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with the Arbitration Act, 1991 (Ontario).

Direct Claims. With respect to the Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 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 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 thirty (30) day period (or any mutually agreed upon written extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 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 Party the information relied upon by the Indemnified Party to substantiate the Indemnification 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 such Indemnification Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Indemnification Claim, subject to the limitations of Section 6.5(2) .

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice a Notice of Claim from the Indemnified Party of a ClaimParty, the Indemnifying Party shall have 30 45 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 45-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed agreed- upon amount of the Claim, failing which the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall will have 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 will make available to the Indemnifying party 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 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall will immediately pay to the Indemnified Party the full agreed upon amount of the Claim.; and

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 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 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.

Direct Claims. With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 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 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 thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim.. EXECUTION VERSION

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 60 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such 30 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be submitted to arbitration pursuant to Article 15.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 30 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in accordance with Section 11.9.

Direct Claims. With respect to any Direct ClaimsClaim, following receipt of notice from the Indemnified Party of a the Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying party Party the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and , together with all such other information as the Indemnifying Party may reasonably request. If both Parties 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 such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the ClaimClaim (and for grater certainty and without limitation, the procedures in the Representation and Warranty Agreement and section 11.8 hereof shall be utilized.