Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) an estimate of the amount of damages attributable to such Direct Claim, (ii) the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimate. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) describing in good faith, on a non-binding basis, the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim, (ii) Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) Agreement; provided that failure to provide such notice promptly shall not affect the individual items rights of such Loss included Indemnified Party, except to the extent set forth in the estimateSection 10.4(f). If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigationas provided in Sections 12.9 and 12.10 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have of a claim against an Indemnifying Party hereunder which that does not involve a Third Party Claim (a “Direct Claim”)being asserted against it, the Indemnified Party shall send a Notice of Claim (acting through a) if the Stockholder Representatives in Indemnified Party is a Buyer Indemnitee, to Sellers’ Representative or (ii) if the case of Indemnified Party is a Company Indemnified Party) shall transmit Seller Indemnitee, to the Indemnifying Party a written notice (Buyers. The Notice of Claim shall set forth the “Direct Indemnification Notice”) containing (i) amount, if known, or, if not known, an estimate of the foreseeable maximum amount of damages attributable to claimed Losses (which estimate shall not be conclusive of the final amount of such Direct Claim, (iiLosses) and a description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnified Party in determining the validity of the Indemnified Party’s request claim for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimateindemnity. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) give notice to the Indemnified Party in writing that it disputes such claim within thirty (30) calendar days from after its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct of Claim, the Direct claim specified in such Notice of Claim specified by the Indemnified Party in the Direct Indemnification Notice shall will be conclusively deemed a liability of the Indemnifying Party Loss subject to indemnification hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) describing in reasonable detail the nature of the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim, (ii) Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimateAgreement. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty fifteen (3015) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigationlitigation as provided in Sections 10.8 and 10.9 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) an estimate of the amount of damages attributable to such Direct Claim, (ii) describing in reasonable detail the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimateAgreement. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty (30) calendar days Business Days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigationlitigation as provided in Section 10.9 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) describing in reasonable detail the nature of the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim, (ii) Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimateAgreement. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty fifteen (3015) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigationlitigation as provided in Sections 10.9 and 10.10 hereof.

Indemnification Procedures for Non-Third Party Claims. In the event an any Indemnified Party should have a an indemnification claim against an the Indemnifying Party hereunder which under this Agreement that does not involve a Third Party Claim (claim by a “Direct Claim”)third party, the Indemnified Party (acting through the Stockholder Representatives in the case shall promptly deliver notice of a Company Indemnified Party) shall transmit such claim to the Indemnifying Party a written notice (in writing and in reasonable detail. The failure by any Indemnified Party to so notify the “Direct Indemnification Notice”) containing (i) an estimate of Indemnifying Party shall not relieve the amount of damages attributable Indemnifying Party from any liability that it may have to such Direct Claim, (ii) the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) , except to the individual items of extent that the Indemnifying Party has been actually prejudiced by such Loss included in the estimatefailure. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty fifteen (3015) calendar days from Business Days following its receipt of the Direct Indemnification Notice such notice that the Indemnifying Party disputes such Direct Claimclaim, the Direct Claim such claim specified by the Indemnified Indemnifying Party in the Direct Indemnification Notice such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder. If under this Article IX and the Indemnifying Party has timely disputed shall pay the amount of such Direct Claimliability to the Indemnified Party on demand, as provided aboveor in the case of any notice in which the amount of the claim is estimated, on such dispute shall be resolved by litigationlater date when the amount of such claim is finally determined.

Indemnification Procedures for Non-Third Party Claims. In the event an Indemnified Party should have a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party (acting through the Stockholder Representatives in the case of a Company Indemnified Party) shall transmit to the Indemnifying Party a written notice (the “Direct Indemnification Notice”) containing (i) describing in reasonable detail the nature of the Direct Claim, an estimate of the amount of damages attributable to such Direct Claim, (ii) Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement and (iii) the individual items of such Loss included in the estimateAgreement. If the Indemnifying Party does not notify (the “Direct Indemnification Defense Notice”) the Indemnified Party in writing within thirty twenty (3020) calendar days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim specified by the Indemnified Party in the Direct Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigationlitigation as provided in Sections 11.9 and 11.10 hereof.