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

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Parties under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Parties have been actually prejudiced by such failure. If the Indemnifying Parties do not notify the Indemnified Party within fifteen (15) business days following its receipt of such notice that the Indemnifying Parties dispute such claim, such claim specified by the Indemnified Parties in such notice shall be conclusively deemed a liability of the Indemnifying Parties under this Article VIII and the Indemnifying Parties shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Parties dispute his or her liability with respect to such claim in a timely manner, the Indemnifying Parties and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of law.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will deliver a Claims Notice to the event Indemnitor promptly upon its discovery of any Indemnified Party should have an indemnification claim against matter for which the Indemnifying Parties under this Agreement Indemnitor may be liable to the Indemnitee hereunder that does not involve a claim by a third party, Third Party Claim; provided that failure to promptly give such notification will not affect the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Party, indemnification provided hereunder except to the extent that Indemnifying Parties have been actually prejudiced by such failure. If failure to give such notification results in (a) the Indemnifying Parties do not notify the Indemnified Party within fifteen (15) business days following its receipt of such notice that the Indemnifying Parties dispute such claim, such claim specified forfeiture by the Indemnified Parties in such notice shall be conclusively deemed a liability Indemnitor of the Indemnifying Parties under this Article VIII rights and the Indemnifying Parties shall pay the amount of such liability defenses otherwise available to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Parties dispute his or her liability Indemnitor with respect to such claim or (b) prejudice to the Indemnitor with respect to such claim. The Indemnitee and the Indemnitor shall reasonably cooperate with each other in a timely mannergood faith (i) in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters and (ii) to settle (without an obligation to settle) such claim for indemnification. If the Indemnitor and the Indemnitee do not settle such dispute within thirty (30) days after the Indemnifying Party’s receipt of the Notice of Loss, the Indemnifying Parties Party and the Indemnified Party shall proceed in good faith be entitled to negotiate a resolution seek enforcement of such dispute andtheir respective rights under Section 7.7(f) or this Article 8, if not resolved through negotiations, such dispute shall be submitted to a court of lawas the case may be.

Indemnification Procedures for Non-Third Party Claims. In the event any The Indemnified Party should have an indemnification claim against will deliver a Claims Notice to the Indemnifying Parties under this Agreement Party promptly upon its discovery of any matter for which the Indemnifying Party may be liable to the Indemnified Party hereunder that does not involve a Third Party Claim (a “Non-Third Party Claim”), which Claims Notice shall also (i) state in reasonable detail the facts and circumstances related to such Loss and the nature of the misrepresentation, breach of warranty or claim by a third partyto which such Loss is related, (ii) state that the Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement (and, to the extent known or reasonably calculable, the Indemnified Party’s good faith estimate of the amount of its Losses), and (iii) if applicable, the date such item was paid or accrued. The Indemnified Party shall promptly deliver notice of such claim to reasonably cooperate with the Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have with respect to such Indemnified Partymatters. Such cooperation shall include providing reasonable access to and copies of information, except records, documents and reasonable access to employees, including the individuals set forth in clause (a) of the definition of “Knowledge,” to the extent that Indemnifying Parties have been actually prejudiced such individuals are employees of Parent or any of its Affiliates at such time, reasonably relating to such matters as may be reasonably requested by such failure. If the Indemnifying Parties do Party in order to determine the validity of the claim, provided that the foregoing does not notify unreasonably interfere with the conduct of the Indemnified Party within fifteen (15) business days following its receipt of such notice that the Indemnifying Parties dispute such claim, such claim specified by the Indemnified Parties in such notice shall be conclusively deemed a liability of the Indemnifying Parties under this Article VIII and the Indemnifying Parties shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Parties dispute his or her liability with respect to such claim in a timely manner, the Indemnifying Parties and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of lawParty’s business.

Indemnification Procedures for Non-Third Party Claims. In Except as otherwise provided in Section 7.9(b), the event Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any Indemnified Party should have an indemnification claim against matter for which the Indemnifying Parties under this Agreement Indemnitor may be liable to the Indemnitee hereunder that does not involve a claim by a third partyThird Party Claim, which Claims Notice shall also state (to the extent then known) (a) that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) if paid or accrued, the Indemnified Party shall promptly deliver date such item was paid or accrued; provided, that failure to give such notice of such claim to the Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Party, Indemnitor of its obligations hereunder except to the extent that Indemnifying Parties the Indemnitor shall have been actually prejudiced by such failure. If The Indemnitee shall reasonably cooperate and assist the Indemnifying Parties do not notify Indemnitor in determining the Indemnified Party within fifteen (15) business days following its receipt validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such notice that the Indemnifying Parties dispute such claim, such claim specified by the Indemnified Parties in such notice shall be conclusively deemed a liability of the Indemnifying Parties under this Article VIII matters and the Indemnifying Parties shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Parties dispute his or her liability providing legal and business assistance with respect to such claim in a timely manner, the Indemnifying Parties and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of lawmatters.

Indemnification Procedures for Non-Third Party Claims. In The Indemnitee will notify the event Indemnitor in writing promptly of its discovery of any Indemnified Party should have an indemnification claim against matter for which the Indemnifying Parties under this Agreement Indemnitor may be liable to the Indemnitee hereunder that does not involve a claim by a third party, Third Party Claim (provided that the Indemnified Party shall promptly deliver failure to give such notice of such claim to will not affect the Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Party, indemnification obligations set forth herein except to the extent (and only to the extent) that Indemnifying Parties have been actually the Indemnitor is materially prejudiced by such failure), which Claim Notice shall state in reasonable detail the nature and basis of the claim and the amount thereof, to the extent known, as well as the basis for indemnification sought. If In the Indemnifying Parties do event that the Indemnitor does not notify the Indemnified Party Indemnitee that it disputes such claim within fifteen (15) business 60 days following its from receipt of such notice that Claim Notice, the Indemnifying Parties dispute such claim, such claim specified by the Indemnified Parties in such notice therein shall be conclusively deemed a liability of the Indemnifying Parties under Indemnitor hereunder (subject to the limitations set forth in this Article VIII XI, as applicable). The Indemnitee shall reasonably cooperate and assist the Indemnifying Parties Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall pay include providing commercially reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the amount investigation, defense and resolution of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Parties dispute his or her liability matters and providing legal and business assistance with respect to such claim in a timely manner, the Indemnifying Parties and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to a court of lawmatters.

Indemnification Procedures for Non-Third Party Claims. In The Arriver Indemnitee or Non-Arriver Indemnitee, as applicable, will deliver a Claims Notice to the event Indemnitor promptly upon its discovery of any Indemnified Party should have an indemnification claim against matter for which the Indemnifying Parties under this Agreement Indemnitor may be liable to the Indemnitee hereunder that does not involve a claim by a third partyThird Party Claim; provided, that failure to promptly give such notification will not waive the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Parties in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Party, indemnification provided hereunder except to the extent that Indemnifying Parties have been actually prejudiced by such failure. If failure to give such notification results in (a) the Indemnifying Parties do not notify the Indemnified Party within fifteen (15) business days following its receipt of such notice that the Indemnifying Parties dispute such claim, such claim specified forfeiture by the Indemnified Parties in such notice shall be conclusively deemed a liability Indemnitor of the Indemnifying Parties under this Article VIII rights and the Indemnifying Parties shall pay the amount of such liability defenses otherwise available to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Parties dispute his or her liability Indemnitor with respect to such claim or (b) prejudice to the Indemnitor with respect to such claim. The Arriver Indemnitee or Non-Arriver Indemnitee, as applicable, shall reasonably cooperate and assist the Indemnitor in a timely mannerdetermining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Parties investigation, defense and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute andmatters and providing legal and business assistance with respect to such matters, if not resolved through negotiations, such dispute shall be submitted to a court of lawall at the Indemnitor’s sole cost and expense.