Common use of Procedure for Other Claims Clause in Contracts

Procedure for Other Claims. In the event that any Indemnitee believes that it is entitled to claim indemnification from an Indemnitor under this Article IX and such claim is not subject to Section 9.5, the Indemnitee shall notify the Indemnitor of such claim, the amount or estimated amount thereof and the specific factual and legal basis for such claim (which will be described in reasonable detail). The Indemnitor and Indemnitee will proceed, in good faith, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within thirty (30) days after such notice, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The place of such arbitration shall be New York, New York. The determination of the amount of any indemnification claim pursuant to this Section 9.6 will be final, binding and conclusive, and the Indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the Indemnitor (or will draw under the Escrow L/C, if applicable and available) within ten (10) days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction described in Section 10.12 to enforce such payment. The court costs and reasonable and documented fees and expenses, including reasonable and documented attorney’s fees, incurred by the Indemnitor and Indemnitee in connection with any such enforcement proceeding shall be borne by the Indemnitor and Indemnitee in inverse proportion to their relative success in such proceeding.

Procedure for Other Claims. In the event that any Indemnitee believes that it is entitled to claim indemnification from an Indemnitor under this Article IX and such claim is not subject to Section 9.5, the Indemnitee shall notify the Indemnitor of such claim, the amount or estimated amount thereof and the specific factual and legal basis for such claim (which will be described in reasonable detail). The Indemnitor and Indemnitee will proceed, in good faith, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within thirty (30) days after such notice, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The place of such arbitration shall be New York, New York. The determination of the amount of any indemnification claim pursuant to this Section 9.6 will be final, binding and conclusive, and the Indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the Indemnitor (or will draw under the Escrow L/C, if applicable and available) within ten (10) days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction described in Section 10.12 to enforce such payment. The court costs and reasonable and documented fees and expenses, including reasonable and documented attorney’s fees, incurred by the Indemnitor and Indemnitee in connection with any such enforcement proceeding shall be borne by the Indemnitor and Indemnitee in inverse proportion to their relative success in such proceeding.

Procedure for Other Claims. In the event that any Indemnitee believes that it is entitled to claim indemnification from an Indemnitor under this Article IX X and such claim is not subject to Section 9.510.5, the Indemnitee shall notify the Indemnitor of such claim, the amount or estimated amount thereof and the specific factual and legal basis for such claim (which will be described in reasonable detail). The Indemnitor and Indemnitee will proceed, in good faith, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within thirty (30) days after such notice, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The place of such arbitration shall be New YorkWilmington, New YorkDelaware, or such other location mutually agreed in writing by the Seller and Purchaser. The determination of the amount of any indemnification claim pursuant to this Section 9.6 10.6 will be final, binding and conclusive, and the Indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the Indemnitor (or will draw under the Escrow L/C, if applicable and available) within ten (10) days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction described in Section 10.12 11.12 to enforce such payment. The court costs and reasonable and documented fees and expenses, including reasonable and documented attorney’s fees, incurred by the Indemnitor and Indemnitee in connection with any such enforcement proceeding shall be borne by the Indemnitor and Indemnitee in inverse proportion to their relative success in such proceeding.

Procedure for Other Claims. In the event that any Indemnitee indemnitee believes that it is entitled to claim indemnification from an Indemnitor indemnitor under this Article IX and such claim is not subject to Section 9.5, the Indemnitee indemnitee shall notify the Indemnitor indemnitor of such claim, the amount or estimated amount thereof and the specific reasonable details with respect to the factual and legal basis for such claim (which will be described in reasonable detail)claim; provided, that the failure of any indemnitee to give notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the indemnitor demonstrates actual material prejudice caused by such failure. The Indemnitor indemnitor and Indemnitee indemnitee will proceed, in good faith, to agree on the amount of such indemnification claim. If the indemnitor and the indemnitee agree on the amount of such indemnification claim, such amount will be paid by the indemnitor or the Escrow Agent, as the case may be, in accordance with Section 9.8. If they are unable to agree on the amount of such indemnification claim within thirty (30) days after such notice, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The place of such arbitration shall be New York, New YorkNY. The determination of the amount of any indemnification claim pursuant to this Section 9.6 will be final, binding and conclusive, and the Indemniteeindemnitee, upon final determination of the amount of the indemnification claim, will be paid by the Indemnitor (indemnitor or will draw under the Escrow L/CAgent, if applicable and available) within ten (10) days of such final determinationas the case may be, in accordance with Section 9.8, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction described in Section 10.12 to enforce such payment. The court Any arbitration costs, costs of any enforcement proceeding and reasonable and documented fees and expensesexpenses of such arbitration or enforcement proceeding, including reasonable and documented attorney’s fees, incurred by the Indemnitor indemnitor and Indemnitee in connection with any such enforcement proceeding indemnitee shall be borne by the Indemnitor indemnitor and Indemnitee indemnitee in inverse proportion to their relative success in such proceeding.