Common use of Assertion of Claims Clause in Contracts

Assertion of Claims. No claim shall be brought under Section 9.3 hereof unless the party seeking indemnification (the “Indemnified Persons”), at any time prior to the applicable Survival Date, gives the party or parties from whom indemnification is sought (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 (b) written notice pursuant to Section 9.5 of any Third Party Claim, the existence of which might give rise to such a claim; but the failure so to provide such notice to the Indemnifying Persons will not relieve the Indemnifying Persons from any liability which they may have to the Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any rights or defenses of the Indemnifying Persons and the Indemnifying Persons did not have Knowledge of such action or claim). Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 hereof.

Assertion of Claims. No claim shall be brought under Section 9.3 8.2 ------------------- hereof unless the party seeking indemnification (the “Indemnified Persons”), or any of them, at any time prior to the applicable Survival Date, gives give the party or parties from whom indemnification is sought (the “Indemnifying Persons”) 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, known or (b) written notice pursuant to Section 9.5 8.4 of any Third Party Claimthird party claim, the existence of which might give rise to such a claim; claim but the failure so to provide such notice to the Indemnifying Persons will not relieve the Indemnifying Persons from any liability which they may have to the Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any rights or defenses of the Indemnifying Persons and the Indemnifying Persons did they were not have Knowledge otherwise aware of such action or claim). Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 8.2 hereof.

Assertion of Claims. No claim shall be brought under Section 9.3 8.2 hereof unless the party seeking indemnification (the “Indemnified Persons”), or any of them, at any time prior to the applicable Survival Date, gives give the party or parties from whom indemnification is sought Indemnification Representative (the “Indemnifying Persons”as defined below in Section 8.6(a) hereof) (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 9.5 8.4 of any Third Party ClaimClaim (as defined below in Section 8.4 hereof), the existence of which might give rise to such a claim; claim but the failure so to provide such notice to the Indemnifying Persons Indemnification Representative will not relieve the Indemnifying Persons from any liability which they may have to the Indemnified Persons under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise of any rights or defenses of the Indemnifying Persons and the Indemnifying Persons did they were not have Knowledge otherwise aware of such action or claim). Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date (defined below) for the enforcement of their rights under Section 9.3 8.2 hereof.. 8.4

Assertion of Claims. No To bring a claim for indemnification under this Article VIII, the Indemnified Person shall be brought under Section 9.3 hereof unless give the party seeking indemnification (the “Indemnified Persons”), at any time prior to the applicable Survival Date, gives the party or parties from whom indemnification is sought (the “appropriate Indemnifying Persons”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 9.5 8.4 of any 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 the Indemnifying Persons Notice of Claim will not relieve the Indemnifying Persons Person(s) from any liability which they may have to the 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 Indemnifying Persons and the Indemnifying Persons did were not have Knowledge otherwise aware of such action or claim). Notwithstanding the foregoing, no claim shall be brought under Section 8.2 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 Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 8.2 hereof.

Assertion of Claims. No To bring a claim for indemnification under this Article VII, the Indemnified Person shall be brought under Section 9.3 hereof unless give the party seeking indemnification (the “Indemnified Persons”appropriate Indemnifying Person(s), at any time prior to the applicable Survival Date, gives the party or parties from whom indemnification is sought (the “Indemnifying Persons”) (ai) 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 (bii) written notice pursuant to Section 9.5 7.4 of any 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 the Indemnifying Persons Notice of Claim will not relieve the Indemnifying Persons Person(s) from any liability which they may have to the 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 Indemnifying Persons and the Indemnifying Persons did were not have Knowledge otherwise aware of such action or claim). Upon the giving of such written notice a Notice of Claim as aforesaid, subject to the provisions of Section 7.4, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 7.2 hereof.. EXECUTION COPY

Assertion of Claims. No To bring a claim for indemnification under this Article VI, the Indemnified Person shall be brought under Section 9.3 hereof unless give the party seeking indemnification (the “Indemnified Persons”), at any time prior to the applicable Survival Date, gives the party or parties from whom indemnification is sought (the “appropriate Indemnifying Persons”Person(s) (a) written notice of EXECUTION COPY-APRIL 29, 2005 37 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 9.5 6.4 of any 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 the Indemnifying Persons Notice of Claim will not relieve the Indemnifying Persons Person(s) from any liability which they may have to the 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 Indemnifying Persons and the Indemnifying Persons did were not have Knowledge otherwise aware of such action or claim). Notwithstanding the foregoing, no claim shall be brought under Section 6.2 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 (as defined in Section 6.5 hereof), give the Indemnifying Persons a Notice of Claim. Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 6.2 hereof.

Assertion of Claims. No claim shall be brought under Section 9.3 hereof unless the party seeking indemnification (the “Indemnified Persons”), at any time prior to the applicable Survival Date, gives the party or parties from whom indemnification is sought (the “Indemnifying Persons”) (a) To bring a claim for indemnification under this Article VII, 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 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 9.5 of any 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 the Indemnifying Persons Notice of Claim will not relieve the Indemnifying Persons Person(s) from any liability Liability which they may have to the 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 Indemnifying Persons and the Indemnifying Persons did were not have Knowledge otherwise aware of such action or claim). Upon Notwithstanding the giving foregoing, no claim shall be brought under this Article VI with respect to an Event of Indemnification described in Section 6.2(a)(i) or 6.2(b)(i) unless an applicable Indemnified Person, at any time prior to the applicable Survival Date, gives an applicable Indemnifying Person a Notice of Claim with respect to such written notice as aforesaidclaim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the Indemnified Persons, or any of them, relevant representations and warranties shall have survive as to such claim until the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 hereofclaim has been finally resolved.

Assertion of Claims. No claim shall be brought under Section 9.3 Sections 7.3 or 7.4 hereof unless the party seeking indemnification (the “Indemnified Persons”), or any of them, at any time prior to the applicable Survival Date, gives provide the party or parties from whom indemnification is sought (the “Indemnifying Persons”) Persons 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, or (b) written notice pursuant to Section 9.5 7.7 of any Third Party Claim, the existence of which might give rise to such a claim; but provided, that, the failure so to provide such notice to the Indemnifying Persons will not relieve the Indemnifying Persons from any liability which they may have to the Indemnified Persons under this Agreement or otherwise (unless and only otherwise, except to the extent that the Indemnifying Person reasonably demonstrates that such failure results in the loss or compromise of any rights or defenses of the Indemnifying Persons and that the Indemnifying Persons did were not have Knowledge otherwise aware of such action or claim). Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date for the enforcement of their rights under Section 9.3 Sections 7.3 or 7.4 hereof, as the case may be.

Assertion of Claims. No To bring a claim for indemnification under this ------------------- Article VII, the Indemnified Person shall be brought under Section 9.3 hereof unless give the party seeking indemnification (the “Indemnified Persons”), at any time prior to the applicable Survival Date, gives the party or parties from whom indemnification is sought (the “appropriate Indemnifying Persons”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, or (b) written notice pursuant to Section 9.5 7.4 of any 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 the Indemnifying Persons Notice of Claim will not relieve the Indemnifying Persons Person(s) from any liability which they may have to the 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 Indemnifying Persons and the Indemnifying Persons did were not have Knowledge 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 Indemnified Persons, or any of them, shall have the right to commence legal proceedings prior or subsequent to (subject to applicable statutes of limitations) the Survival Date (as defined in Section 8.5 hereof) for the enforcement of their rights under Section 9.3 7.2 hereof.