Common use of Procedure for Claims Not Involving Third Parties Clause in Contracts

Procedure for Claims Not Involving Third Parties. An Indemnified Party wishing to assert a claim for indemnification under this Article V that does not involve a Third Party Claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claim Amount”) of any Damages, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article V and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages. The Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount, (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amount. If such dispute is not resolved within [**] following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 6.10.

Procedure for Claims Not Involving Third Parties. (a) An Indemnified Party wishing to assert a claim for indemnification under this Article V IX that does not involve a Third Party Claim shall deliver to the Indemnifying Party a written notice (a “Claim Notice”) ), promptly upon becoming aware of such claim, to the Indemnifying Party, which contains shall (i) a description state in reasonable detail the circumstances giving rise to the Losses and the amount (the “Claim Amount”) of any Damagesbasis for such claim under this Agreement, (ii) a statement that specify the Indemnified Party is entitled to indemnification under this Article V and a reasonable explanation estimated amount of the basis therefor Losses, if known, and (iii) make a demand request for any payment then believed due. The failure of an Indemnified Party to provide a Claim Notice in accordance with this Section 9.3 shall not relieve the amount Indemnifying Party of its obligations to provide indemnification hereunder except (x) to the extent that the Indemnifying Party is prejudiced thereby or (y) if the Indemnified Party fails to notify the Indemnifying Party of such DamagesThird Party Claim in accordance with this Section 9.3(a) prior to the expiration of the applicable survival period (if any) set forth in Section 9.4(a). The Indemnifying Party shall may, within forty-five (45) days after receipt by such Indemnifying Party of a Claim Notice, deliver to the Indemnified Party a written response in which the Indemnifying Party shall (A) agree that the Indemnified Party is entitled to receive all of the Claim Amount, (B) agree that the Indemnified Party is entitled to receive part, but not all, of the Claim Amount or (C) contest that the Indemnified Party is entitled to receive any of the Claim Amountdisputing such claim. If such dispute is not resolved within [**] following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 6.10.77