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

Indemnification Procedures for Non-Third Party Claims. In the event of a claim that does not involve a Third Party Claim being asserted against it, the Indemnified Party shall send a written notice to the Indemnifying Party (“Claim Notice”). Such Claim Notice shall set forth the Losses incurred and a reasonably detailed description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claim. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such claim within thirty (30) days after its receipt of the Claim Notice, the Indemnified Party shall be conclusively deemed to have actually incurred the claim specified in such Claim Notice subject to indemnification under this ARTICLE VI and shall be deemed to have agreed that the Indemnified Party is entitled to recover the amount claimed in the Claim Notice from the Indemnifying Party.

Indemnification Procedures for Non-Third Party Claims. In the event of If a claim Claim is to be made by any Indemnified Party that does not involve a Third Party Claim being asserted against itthird party, the such Indemnified Party shall send a give written notice (a “Direct Claim Notice”) to the Indemnifying Party (“Claim Notice”). Such Claim Notice shall set forth the Losses incurred and a reasonably detailed description of the basis for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claimParty. If the applicable Indemnifying Party does not give notice to notifies the Indemnified Party that it disputes they do not dispute the claim described in such claim Direct Claim Notice within thirty (30) days after its following receipt of the such Direct Claim Notice, the Indemnified Party shall Losses identified in the Direct Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section ‎10.2(a) or Section ‎10.2(b), as applicable. If the Indemnifying Party rejects such claim or fails to have actually incurred respond during such thirty (30) day period (in which case the claim specified in such Claim Notice subject to indemnification under this ARTICLE VI and Indemnifying Party shall be deemed to have agreed that rejected such claim), the Indemnified Party is entitled Parties shall negotiate in good faith for a period of thirty (30) days to recover resolve such matter. If the amount claimed in Parties cannot resolve the Claim Notice from the Indemnifying Partydispute during such thirty (30) day period they shall have all rights and remedies available to them under applicable Law.

Indemnification Procedures for Non-Third Party Claims. In the event of an Indemnified Party should have a claim that against an Indemnifying Party hereunder which does not involve a Third Party Claim being asserted against it(a “Direct Claim”), the Indemnified Party shall send a written notice transmit to the Indemnifying Party a written notice (the “Claim Direct Indemnification Notice”). Such Claim Notice shall set forth ) describing in reasonable detail the Losses incurred and a reasonably detailed description basis of the basis Indemnified Party’s request for such claim. The Indemnifying Party will have thirty (30) days from receipt of such Claim Notice to dispute the claim and will reasonably cooperate and work in good faith with the Indemnified Party to determine the validity of such claimindemnification under this Agreement. If the Indemnifying Party does not give notice to notify (the “Direct Indemnification Defense Notice”) the Indemnified Party that it disputes such claim in writing within thirty fifteen (3015) days after Business Days from its receipt of the Direct Indemnification Notice that the Indemnifying Party disputes such Direct Claim, the Direct Claim Notice, specified by the Indemnified Party shall be conclusively deemed to have actually incurred in the claim specified in such Claim Direct Indemnification Notice subject to indemnification under this ARTICLE VI and shall be deemed to have agreed that the Indemnified Party is entitled to recover the amount claimed in the Claim Notice from a liability of the Indemnifying PartyParty hereunder. If the Indemnifying Party has timely disputed such Direct Claim, as provided above, such dispute shall be resolved by litigation as provided in Sections 11.9 and 11.10 hereof.