Common use of Assertion of Claims Clause in Contracts

Assertion of Claims. No claim shall be brought under Section 10.2 unless the Article X Indemnified Persons, or any of them, at any time prior to the Survival Date, give Issuer (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 10.4 of any Article X Third Party Claim, the existence of which might give rise to such a claim but the failure so to provide such notice to Issuer will not relieve the Article X Indemnifying Persons from any liability which they may have to the Article X Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any material rights or defenses of the Article X Indemnifying Persons). Upon the giving of such written notice as aforesaid, the Article X Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date for the enforcement of their rights under Section 10.2 hereof. Any claim for indemnification not made by the Article X Indemnified Persons, or any of them, on or prior to the Survival Date will be irrevocably and unconditionally released and waived and the Article X Indemnifying Persons shall cease to be under any liability to the Article X Indemnified Persons or otherwise in respect to all and any claim not so notified prior to the Survival Date.

Assertion of Claims. No claim shall be brought under Section 10.2 9.4 or Section 9.5 by the Imara Indemnified Parties or the Cardurion Indemnified Parties (collectively, the “Indemnified Parties”), as the case may be, unless the Article X applicable Indemnified PersonsParties, or any of them, at any time prior to the Survival Dateapplicable survival date, give Issuer provides Imara or Cardurion, as the Party responsible to provide such indemnification (collectively, the “Indemnifying Party”) with (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known known, or (b) written notice pursuant to Section 10.4 9.4 or Section 9.5 of any Article X Third Party ClaimClaim (as defined below), the existence of which might give rise to such a claim but claim; provided, that, the failure so to provide such notice to Issuer the Indemnifying Parties will not relieve the Article X Indemnifying Persons Party from any liability which they may have to the Article X Indemnified Persons Parties under this Agreement or otherwise (unless and only otherwise, except to the extent that the Indemnifying Party reasonably demonstrates that such failure results in the loss or compromise of any material rights or defenses of the Article X Indemnifying Persons). Upon Parties and that the giving Indemnifying Parties were not otherwise aware of such written notice as aforesaid, the Article X Indemnified Persons, action or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date for the enforcement of their rights under Section 10.2 hereofclaim. Any claim for indemnification not made by the Article X Indemnified Persons, or any of them, on or under this Section 9.1.5 that is asserted in writing as provided in this Section 9.1.5 prior to the Survival Date will be irrevocably and unconditionally released and waived and the Article X Indemnifying Persons shall cease to be under any liability expiration date, if any, applicable to the Article X Indemnified Persons representation, warranty or otherwise covenant set forth in this Section 9.1 with respect to all which such claim for indemnification is made shall survive until finally resolved and any claim not so notified prior to the Survival Datesatisfied in full.

Assertion of Claims. No claim shall be brought under Section 10.2 9.2 unless the Article X IX Indemnified Persons, or any of them, at any time prior to the Survival Date, give Issuer Xxxxxxx Xxxxx (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 10.4 9.4 of any Article X IX Third Party Claim, the existence of which might give rise to such a claim but the failure so to provide such notice to Issuer Xxxxxxx Xxxxx will not relieve the Article X IX Indemnifying Persons from any liability which they may have to the Article X IX Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any material rights or defenses of the Article X IX Indemnifying Persons). Upon the giving of such written notice as aforesaid, the Article X IX Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date for the enforcement of their rights under Section 10.2 9.2 hereof. Any claim for indemnification not made by the Article X IX Indemnified Persons, or any of them, on or prior to the Survival Date will be irrevocably and unconditionally released and waived and the Article X IX Indemnifying Persons shall cease to be under any liability to the Article X IX Indemnified Persons or otherwise in respect to all and any claim not so notified prior to the Survival Date.

Assertion of Claims. No claim shall be brought under Section 10.2 unless the Article X Indemnified Persons, or any of them, at any time prior to the Survival Date, give Issuer (a) To bring a claim for indemnification under this Article VI, the Indemnified Person shall give the appropriate Indemnifying Person(s) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant known, and, if such claim arises from a Third Party Claim as defined in Section 6.5, accompanied by copies of all relevant documentation with respect to Section 10.4 of any Article X such Third Party Claim, including, without limitation, any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument (each, a “Notice of Claim”) in each case, as promptly as practicable after becoming aware of such claim. Notwithstanding the existence of which might give rise to such a claim but foregoing, the failure so to provide such notice to Issuer Notice of Claim will not relieve the Article X Indemnifying Persons Person(s) from any liability which they may have to the Article X Indemnified Persons under this Agreement or otherwise (Agreement, unless and only to the extent that such failure results in the loss or compromise in any material respect of any material rights or defenses of the Article X Indemnifying Persons). Upon Persons and the giving Indemnifying Persons were not otherwise aware of such written notice as aforesaidaction or claim. No claim shall be brought under this Article VI with respect to an Event of Indemnification unless an applicable Indemnified Person, the Article X Indemnified Persons, or at any of them, shall have the right to commence legal proceedings time prior or subsequent to the applicable Survival Date for Date, gives an applicable Indemnifying Person a Notice of Claim with respect to such claim. (b) In the enforcement case of their rights under Section 10.2 hereof. Any a claim for indemnification not made by arising from a Third Party Claim, if the Article X Indemnified PersonsIndemnifying Person disputes its liability with respect to such claim, in whole or any of themin part, on or prior to the Survival Date will be irrevocably and unconditionally released and waived Indemnifying Person and the Article X Indemnifying Persons Indemnified Person shall cease proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be under any liability to the Article X Indemnified Persons or otherwise resolved by litigation in respect to all and any claim not so notified prior to the Survival Datean appropriate court of competent jurisdiction in accordance with Section 8.6.

Assertion of Claims. No claim shall be brought under Section 10.2 11.1 hereof unless the Article X Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give Issuer the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or ascertainable, or (b) written notice pursuant to Section 10.4 11.3 of any Article X Third Party Claim, the existence of which might reasonably be expected to give rise to such a claim but claim; provided, however, that no delay on the failure so to provide such notice to Issuer will not part of the Indemnified Persons in notifying any Indemnifying Persons shall relieve the Article X Indemnifying Persons from any liability which they may have Liability hereunder unless (and then solely to the Article X Indemnified Persons under this Agreement or otherwise (unless and only to extent) the extent that such failure results in Indemnifying Person thereby is materially prejudiced by the loss or compromise of any material rights or defenses of the Article X Indemnifying Persons)delay. Upon the giving of such written notice as aforesaid, the Article X Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date (for a period up to ninety (90) days after the Survival Date) for the enforcement of their rights under Section 10.2 hereof. Any claim for indemnification not made by the Article X Indemnified Persons, or any of them, on or prior 11.1 with respect to the Survival Date will be irrevocably and unconditionally released and waived and the Article X Indemnifying Persons shall cease to be under any liability to the Article X Indemnified Persons or otherwise matters indicated in respect to all and any claim not so notified prior to the Survival Datesuch notice.

Assertion of Claims. No To bring a claim for indemnification under this ------------------- Article VII, the Indemnified Person shall be brought under Section 10.2 unless give the Article X Indemnified Persons, or any of them, at any time prior to the Survival Date, give Issuer appropriate Indemnifying Person(s) in good faith (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known known, in reasonable detail or (b) written notice pursuant to Section 10.4 7.4 of any Article X Third Party Claim, the existence of which might give rise to such a claim (each, a "Notice of Claim") as promptly as practicable after becoming aware of such claim, but the failure so to provide such notice to Issuer Notice of Claim will not relieve the Article X Indemnifying Persons Person(s) from any liability which they may have to the Article X Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise in any material respect of any material rights or defenses of the Article X Indemnifying Persons and the Indemnifying Persons were not otherwise aware of such action or claim). Notwithstanding the foregoing, no claim shall be brought under Section 7.2 hereof with respect to a breach of a representation or warranty unless the Indemnified Persons), or any of them, at any time prior to the applicable Survival Date, give the Indemnifying Persons a Notice of Claim, and no claim shall be brought for a Parent Event of Indemnification pursuant to Section 7.1(b)(i)(C) unless the Indemnified Persons, or any of them, at any time prior to the one (1) year anniversary of the Closing Date, give the Indemnifying Persons a Notice of Claim. Upon the giving of such written notice as aforesaid, the Article X Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date for the enforcement of their rights under Section 10.2 7.2 hereof. Any claim for indemnification not made by the Article X Indemnified Persons, or any of them, on or prior to the Survival Date will be irrevocably and unconditionally released and waived and the Article X Indemnifying Persons shall cease to be under any liability to the Article X Indemnified Persons or otherwise in respect to all and any claim not so notified prior to the Survival Date.

Assertion of Claims. No claim shall be brought under Section 10.2 9.2 unless the Article X IX Indemnified Persons, or any of them, at any time prior to the Survival Date, give Issuer HPC (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 10.4 9.4 of any Article X IX Third Party Claim, the existence of which might give rise to such a claim but the failure so to provide such notice to Issuer HPC will not relieve the Article X IX Indemnifying Persons from any liability which they may have to the Article X IX Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any material rights or defenses of the Article X IX Indemnifying Persons). Upon the giving of such written notice as aforesaid, the Article X IX Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date for the enforcement of their rights under Section 10.2 9.2 hereof. Any claim for indemnification not made by the Article X IX Indemnified Persons, or any of them, on or prior to the Survival Date will be irrevocably and unconditionally released and waived and the Article X IX Indemnifying Persons shall cease to be under any liability to the Article X IX Indemnified Persons or otherwise in respect to all and any claim not so notified prior to the Survival Date.

Assertion of Claims. No To bring a claim for indemnification under this ------------------- Article VII, the Indemnified Person shall be brought under Section 10.2 unless give the Article X Indemnified Persons, or any of them, at any time prior to the Survival Date, give Issuer appropriate Indemnifying Person(s) (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known known, or (b) written notice pursuant to Section 10.4 7.4 of any Article X Third Party Claim, the existence of which might give rise to such a claim (each, a "Notice of Claim") as promptly as practicable after becoming aware of such claim, but the failure so to provide such notice to Issuer Notice of Claim will not relieve the Article X Indemnifying Persons Person(s) from any liability which they may have to the Article X Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise in any material respect of any material rights or defenses of the Article X Indemnifying Persons and the Indemnifying Persons were not otherwise aware of such action or claim). Notwithstanding the foregoing, no claim shall be brought under Section 7.2 hereof with respect to a breach of a representation or warranty unless the Indemnified Persons), or any of them, at any time prior to the applicable Survival Date, give the Indemnifying Persons a Notice of Claim. Upon the giving of such written notice as aforesaid, the Article X Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date (as defined in Section 8.5 hereof) for the enforcement of their rights under Section 10.2 7.2 hereof. Any claim for indemnification not made by the Article X Indemnified Persons, or any of them, on or prior to the Survival Date will be irrevocably and unconditionally released and waived and the Article X Indemnifying Persons shall cease to be under any liability to the Article X Indemnified Persons or otherwise in respect to all and any claim not so notified prior to the Survival Date.

Assertion of Claims. No claim shall be brought under Section 10.2 10.1 hereof unless the Article X Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give Issuer the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or ascertainable, or (b) written notice pursuant to Section 10.4 10.3 of any Article X Third Party Claim, the existence of which might reasonably be expected to give rise to such a claim but claim; provided, however, that no delay on the failure so to provide such notice to Issuer will not part of the Indemnified Persons in notifying any Indemnifying Persons shall relieve the Article X Indemnifying Persons from any liability which they may have Liability hereunder unless (and then solely to the Article X Indemnified Persons under this Agreement or otherwise (unless and only to extent) the extent that such failure results in Indemnifying Person thereby is materially prejudiced by the loss or compromise of any material rights or defenses of the Article X Indemnifying Persons)delay. Upon the giving of such written notice as aforesaid, the Article X Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to the Survival Date (for a period up to ninety (90) days after the Survival Date) for the enforcement of their rights under Section 10.2 hereof. Any claim for indemnification not made by the Article X Indemnified Persons, or any of them, on or prior 10.1 with respect to the Survival Date will be irrevocably and unconditionally released and waived and the Article X Indemnifying Persons shall cease to be under any liability to the Article X Indemnified Persons or otherwise matters indicated in respect to all and any claim not so notified prior to the Survival Datesuch notice.