Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification shall give written notice of such claim ("Notice of Claim") to the other party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or claims (iii) the named parties to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XIany action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party wishes has been advised by such counsel that representation of the Company and the Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to make a claim for actual or potential differing interests between them (in which case, if the recovery indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of such Damages from an the indemnifying party, such indemnified the indemnifying party shall deliver a Notice (an “Indemnification Claim Notice”) have neither the right nor the obligation to assume the indemnifying party. Each Indemnification Claim Notice shall (i) state that defense of such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description action on behalf of the circumstances supporting such indemnified, indemnified party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.. (d) Third Party Claims. The obligations of an indemnifying party under this Section 11.02 with respect to Damages arising from claims or legal proceedings of any third party that are subject to indemnification as provided for in Section 11.02(a) or Section 11.02(b) 39 Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) If (A) the indemnified party receives written notice of the commencement of any Third Party Claim against any indemnified party, and (B) a claim for indemnification is to be made against the indemnifying party under this Agreement with respect to such Third Party Claim, then the indemnified party shall promptly notify the indemnifying party of the commencement of such Third Party Claim; provided, however, that any failure to notify the indemnifying party of the commencement of such Third Party Claim shall not limit or otherwise affect any rights of the indemnified party or any liability that the indemnifying party may have to any indemnified party (except to the-extent that the defense of such Third Party Claim has been materially prejudiced by the indemnified party’s failure to notify the indemnifying party of the commencement of such Third Party Claim). If, within thirty (30) days after receiving notification of the commencement of any Third Party Claim, the indemnifying party delivers to the indemnified party a written notice setting forth the election of the indemnifying party to assume the defense of such Third Party Claim, then, subject to subsections “(ii)” and “(iii)” below:

Procedure for Claims. If Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification shall give written notice of such claim ("Notice of Claim") to the other party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or claims (iii) the named parties to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XIany action (including any impleaded parties) include both Purchaser and the company, and the indemnified party wishes has been advised by such counsel that representation of the Company and the Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to make a claim for actual or potential differing interests between them (in which case, if the recovery indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of such Damages from an the indemnifying party, such indemnified the indemnifying party shall deliver a Notice (an “Indemnification Claim Notice”) have neither the right nor the obligation to assume the indemnifying party. Each Indemnification Claim Notice shall (i) state that defense of such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description action on behalf of the circumstances supporting such indemnified, indemnified party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If For purposes hereof, a party claiming a right to indemnification shall be referred to as the “Indemnified Party” and any indemnified party has or claims all parties against whom such indemnification claim is made shall be referred to have incurred or suffered Damages for which it is or may be entitled as an “Indemnifying Party.” An Indemnified Party intending to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make assert a claim for the recovery of such Damages from an indemnifying party, such indemnified party indemnification under Section 9.2 (other than a Third-Party Claim covered by Section 9.3(c) below) shall deliver to each Indemnifying Party a Notice certificate (an a “Indemnification Claim NoticeCertificate”) signed by any officer of the Indemnified Party; provided, however, that any failure by such Indemnified Party to provide such Claim Certificate promptly will not relieve the Indemnifying Party of any of its indemnification obligations hereunder unless and then only to the indemnifying partyextent the Indemnifying Party is prejudiced by such failure. Each Indemnification The Claim Notice shall Certificate shall: (iA) state that an Indemnified Party has paid, sustained or incurred Indemnified Losses, (B) specify in reasonable detail the facts pertinent to such indemnified party believes that that there is or has been a breach claim(s), the individual items of a representation, warranty or covenant contained Indemnified Losses included in the Agreement or that such indemnified party is otherwise entitled claim and the method of computation thereof, in each case to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursementextent reasonably available, and (iiiC) demand payment for the Indemnified Losses if practicable contain a good faithand when incurred (if not already incurred). In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims, non-bindingor any part thereof, preliminary estimate of specified in any Claim Certificate, the aggregate dollar amount of actual and potential damages that haveIndemnifying Party shall, arisen and may arise as a result within thirty (30) business days after receipt by the Indemnifying Party of such breach or other matter as set forth Claim Certificate, deliver to the Indemnified Party notice to such effect, specifying in reasonable detail the basis for such Indemnification objection (a “Claim NoticeResponse Certificate”). For Payment for Indemnified Losses shall be made in the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either manner provided in Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions9.6.

Procedure for Claims. If any indemnified party has or claims For purposes hereof, a Party claiming a right to have incurred or suffered Damages for which it is or may indemnification shall be entitled referred to indemnification, compensation or reimbursement under this Article XI, as the “Indemnified Party” and the indemnified party wishes Party against whom such indemnification claim is made shall be referred to make a claim as the “Indemnifying Party”; provided that, with respect to any notices, responses, consents or approvals (but for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, not indemnification) to be provided by or to (i) an Indemnifying Party in connection with a claim pursuant to Section 10.2(a) or Section 10.2(d), references in this Agreement to the parties Indemnifying Party shall mean the Representative and (ii) an Indemnified Party in connection with a claim pursuant to Section 10.2(c), references in this Agreement to the Indemnified Party shall mean the Representative. An Indemnified Party wishing to assert a claim for indemnification under Section 10.2 (other than a third-party claim covered by Section 10.3(b) below) shall deliver to the Indemnifying Party a certificate (an “Officer’s Certificate”) signed by any officer of the Indemnified Party, if a Purchaser Indemnified Party, or by the Representative, if a Securityholder Indemnified Party, (A) stating that an Indemnified Party has paid, sustained or incurred, or reasonably anticipates that it will have to pay, sustain or incur Indemnified Losses (the aggregate amount of such Indemnified Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Indemnified Losses included in the amount so stated, the method of computation thereof and the basis for indemnification to which such item is related and (C) demanding payment of the Claimed Amount. Within twenty (20) Business Days after delivery of such Officer’s Certificate, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (1) agree that if an indemnified party the Indemnified Party is entitled to make an indemnification claim under more than one clause receive all of either Section 11.02(athe Claimed Amount, (2) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) or 11.02(b)(3) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. In the case of (1) or (2) above where the Indemnified Party is a Purchaser Indemnified Party, the Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, from and to the extent of the Indemnity Escrow Amount, an amount equal to the Claimed Amount or Agreed Amount, as applicable, . If the indemnified party may make Indemnifying Party in such claim under any response contests the payment of all or all part of the applicable provisionsClaimed Amount, then the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 10.3(c) below.