Common use of Assertion of Seller Claims Clause in Contracts

Assertion of Seller Claims. Any Seller Claim shall be asserted by written notice given by a Seller Indemnitee to the Company and the Parent promptly after the Seller Indemnitee has become aware of the Seller Claim. The notice shall state the amount or the estimated amount of the Seller Claim to the extent then feasible, but the estimate shall not be conclusive of the final amount of such Seller Claim. With respect to any claim under Section 10.3 relating to a third party claim or demand, the Seller Indemnitee shall provide the Company and the Parent with prompt written notice thereof in accordance with Section 11.4 and the Company or the Parent may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Seller Indemnitee, any such claim or demand, and the Seller Indemnitee, at its expense, shall have the right to participate in the defense of any such third party claim. So long as the Company or the Parent is defending in good faith any such third party claim, the Seller Indemnitee shall not settle or compromise such third party claim. In any event, the Seller Indemnitee shall cooperate in the settlement or compromise of, or defense against, any such asserted claim. If the Company or the Parent elects or is deemed to have elected not to assume the defense of any Seller Claim, the Seller Indemnitee shall have the right to defend, compromise and settle the Seller Claim subject to the prior consent of the Company and the Parent, which consent shall not be unreasonably withheld or unduly delayed. The Seller Indemnitee shall or shall direct in writing its counsel to deliver to the Company and the Parent copies of all correspondence and matters relating to such Seller Claim. If the Seller Claim involves or could result in claims against, or potential liability of, Company or the Parent the extent or nature of which were not known by Company or the Parent as of the date Company or the Parent elected or is deemed to have elected not to take over the defense of such claim or demand, Company or the Parent shall, by written notice to the Seller Indemnitee, be entitled to take over the defense of such claim or demand at Company’s or the Parent’s expense. With respect to any claim under Section 10.3 that does not relate to a third party claim or demand, the Seller Indemnitee shall provide the Company and Parent with prompt written notice thereof in accordance with Section 11.4. If the Company or Parent notifies the Seller Indemnitee that it does not dispute the claim described in such notice or fails to notify the Seller Indemnitee within thirty (30) days after delivery of such notice by the Seller Indemnitee whether the Company or Parent disputes the claim described in such notice, the Seller Loss in the amount specified in the notice shall be conclusively deemed a liability of the Company and Parent and, subject to the Basket and the Cap, if applicable, an amount equal to such Seller Loss shall be paid by the Company or Parent within ten (10) days of the date such amount is determined. If the Company or Parent has timely disputed its liability with respect to such claim, the Company or Parent and the Seller Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such parties within thirty (30) days after the delivery of such notice, such dispute shall be resolved in binding arbitration subject to Section 11.12. Upon conclusive determination of the Company’s or Parent’s liability for such Seller Losses pursuant to this Article X (whether such determination is made pursuant to the procedures set forth in this Section, by agreement between the Company or Parent and the Seller Indemnitee, by final adjudication or otherwise) and subject to the Basket and the Cap, if applicable, an amount equal to such Seller Losses shall be paid by the Company or Parent within ten (10) days of the date such amount is determined.

Assertion of Seller Claims. Any Seller Claim shall be asserted by written notice given by a Seller Indemnitee to the Company and the Parent promptly after the Seller Indemnitee has become aware of the Seller Claim. The notice shall state the amount or the estimated amount of the Seller Claim to the extent then feasible, but the estimate shall not be conclusive of the final amount of such Seller Claim. With respect to any claim under Section 10.3 relating to a third party claim or demand, the Seller Indemnitee shall provide the Company and the Parent with prompt written notice thereof in accordance with Section 11.4 and the Company or the Parent may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Seller Indemnitee, any such claim or demand, and the Seller Indemnitee, at its expense, shall have the right to participate in the defense of any such third party claim. So long as the Company or the Parent is defending in good faith any such third party claim, the Seller Indemnitee shall not settle or compromise such third party claim. In any event, the Seller Indemnitee shall cooperate in the settlement or compromise of, or defense against, any such asserted claim. If the Company or the Parent elects or is deemed to have elected not to assume the defense of any Seller Claim, the Seller Indemnitee shall have the right to defend, compromise and settle the Seller Claim subject to the prior consent of the Company and the Parent, which consent shall not be unreasonably withheld or unduly delayed. The Seller Indemnitee shall or shall direct in writing its counsel to deliver to the Company and the Parent copies of all correspondence and matters relating to such Seller Claim. If the Seller Claim involves or could result in claims against, or potential liability of, Company or the Parent the extent or nature of which were not known by Company or the Parent as of the date Company or the Parent elected or is deemed to have elected not to take over the defense of such claim or demand, Company or the Parent shall, by written notice to the Seller Indemnitee, be entitled to take over the defense of such claim or demand at Company’s or the Parent’s expense. With respect Upon the determination of the Seller Losses to any claim under Section 10.3 that does not relate to a third party claim be indemnified hereunder, Company or demand, the Parent shall pay the Seller Indemnitee shall provide the Company and Parent with prompt written notice thereof in accordance with Section 11.4. If the Company or Parent notifies the Seller Indemnitee that it does not dispute the claim described in such notice or fails to notify the Seller Indemnitee within thirty (30) days after delivery of such notice by the Seller Indemnitee whether the Company or Parent disputes the claim described in such notice, the Seller Loss in the amount specified in the notice shall be conclusively deemed a liability of the Company and Parent and, subject to the Basket and the Cap, if applicable, an amount equal to such Seller Loss shall be paid by the Company or Parent check within ten (10) days of the date such amount is determined. If the Company or Parent has timely disputed its liability with respect to such claim, the Company or Parent and the Seller Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such parties within thirty (30) days after the delivery of such notice, such dispute shall be resolved in binding arbitration subject to Section 11.12. Upon conclusive determination of the Company’s or Parent’s liability for such Seller Losses pursuant to this Article X (whether such determination is made pursuant to the procedures set forth in this Section, by agreement between the Company or Parent and the Seller Indemnitee, by final adjudication or otherwise) and subject to the Basket and the Cap, if applicable, determined an amount equal to such Seller Losses shall be paid by the Company or Parent within ten (10) days of the date such amount is determinedLosses.

Assertion of Seller Claims. Any Seller Claim shall be asserted by written notice given by a Seller Indemnitee Parent or Seller to the Company and the Parent Buyer promptly after the Seller Indemnitee Parent or Seller has become aware of the Seller Claim. The notice shall state the amount or the estimated amount of the Seller Claim to the extent then feasible, but the estimate shall not be conclusive of the final amount of such Seller Claim. With respect to any claim under Section 10.3 relating to a third party claim or demand, the Seller Indemnitee Parent or Seller shall provide the Company and the Parent Buyer with prompt written notice thereof in accordance with Section 11.4 11.5 and the Company or the Parent Buyer may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Seller IndemniteeParent or Seller, any such claim or demand, and the Seller IndemniteeParent or Seller, at its expense, shall have the right to participate in the defense of any such third party claim. So long as the Company or the Parent Buyer is defending in good faith any such third party claim, the Seller Indemnitee Parent or Seller shall not settle or compromise such third party claim. In any event, the Seller Indemnitee Parent or Seller shall cooperate in the settlement or compromise of, or defense against, any such asserted claim. If the Company or the Parent Buyer elects or is deemed to have elected not to assume the defense of any Seller Claim, the Seller Indemnitee Parent or Seller shall have the right to defend, compromise and settle the Seller Claim subject to the prior consent of the Company and the ParentBuyer, which consent shall not be unreasonably withheld or unduly delayed. The Seller Indemnitee Parent or Seller shall or shall direct in writing its counsel to deliver to the Company and the Parent Buyer copies of all correspondence and matters relating to such Seller Claim. If the Seller Claim involves or could result in claims against, or potential liability of, Company or the Parent Buyer the extent or nature of which were not known by Company or the Parent Buyer as of the date Company or the Parent Buyer elected or is deemed to have elected not to take over the defense of such claim or demand, Company or the Parent Buyer shall, by written notice to the Seller IndemniteeParent or Seller, be entitled to take over the defense of such claim or demand at Company’s or the Parent’s Buyer's expense. With In computing the Losses to be indemnified hereunder (the "Seller Indemnification Amount"), the indemnity shall be for the net amount of such Loss after giving effect to any tax benefit (but only to the extent of any benefit accruing for the tax period with respect to any claim under Section 10.3 that does not relate which the Loss shall have occurred) to a third party claim or demand, the Seller Indemnitee shall provide the Company and Seller Parent with prompt written notice thereof in accordance with Section 11.4. If the Company or Parent notifies that the Seller Indemnitee that it does not dispute the claim described in such notice or fails to notify and Seller Parent reasonably expect. Upon determination of the Seller Indemnitee within thirty (30) days after delivery of such notice Indemnification Amount, Buyer shall pay Seller and Seller Parent by the Seller Indemnitee whether the Company or Parent disputes the claim described in such notice, the Seller Loss in the amount specified in the notice shall be conclusively deemed a liability of the Company and Parent and, subject to the Basket and the Cap, if applicable, an amount equal to such Seller Loss shall be paid by the Company or Parent check within ten (10) days of the date such amount is determined. If the Company or Parent has timely disputed its liability with respect to such claim, the Company or Parent and the Seller Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such parties within thirty (30) days after the delivery of such notice, such dispute shall be resolved in binding arbitration subject to Section 11.12. Upon conclusive determination of the Company’s or Parent’s liability for such Seller Losses pursuant to this Article X (whether such determination is made pursuant to the procedures set forth in this Section, by agreement between the Company or Parent and the Seller Indemnitee, by final adjudication or otherwise) and subject to the Basket and the Cap, if applicable, determined an amount equal to such the Seller Losses shall be paid by the Company or Parent within ten (10) days of the date such amount is determinedIndemnification Amount.

Assertion of Seller Claims. Any Seller Claim shall be asserted by written notice given by a Seller Indemnitee the Sellers’ Representative to the Company Company, Parent and the Parent Holdings promptly after the Seller Indemnitee Sellers’ Representative has become aware of the Seller Claim. The notice shall state the amount or the estimated amount of the Seller Claim to the extent then feasible, but the estimate shall not be conclusive of the final amount of such Seller Claim. With respect to any claim under Section 10.3 relating to a third party claim or demand, the Seller Indemnitee Sellers’ Representative shall provide the Company Company, Parent and the Parent Holdings with prompt written notice thereof in accordance with Section 11.4 and the Company Company, Parent or the Parent Holdings may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Seller IndemniteeSellers’ Representative, any such claim or demand, and the Seller IndemniteeSellers’ Representative, at its expense, shall have the right to participate in the defense of any such third party claim. So long as the Company Company, Parent or the Parent Holdings is defending in good faith any such third party claim, the Seller Indemnitee Sellers’ Representative shall not settle or compromise such third party claim. In any event, the Seller Indemnitee Sellers’ Representative shall cooperate in the settlement or compromise of, or defense against, any such asserted claim. If the Company Company, Parent or the Parent Holdings elects or is deemed to have elected not to assume the defense of any Seller Claim, the Seller Indemnitee Sellers’ Representative shall have the right to defend, compromise and settle the Seller Claim subject to the prior consent of the Company Company, Parent and the ParentHoldings, which consent shall not be unreasonably withheld or unduly delayed. The Seller Indemnitee Sellers’ Representative shall or shall direct in writing its counsel to deliver to the Company Company, Parent and the Parent Holdings copies of all correspondence and matters relating to such Seller Claim. If the Seller Claim involves or could result in claims against, or potential liability of, Company the Company, Parent or the Parent Holdings the extent or nature of which were not known by Company the Company, Parent or the Parent Holdings as of the date Company the Company, Parent or the Parent Holdings elected or is deemed to have elected not to take over the defense of such claim or demand, Company the Company, Parent or the Parent Holdings shall, by written notice to the Seller IndemniteeSellers’ Representative, be entitled to take over the defense of such claim or demand at the expense of the Company’s , Parent or the Parent’s expenseHoldings. With respect to any claim under Section 10.3 that does not relate to a third party claim or demand, the Seller Indemnitee Sellers’ Representative shall provide the Company Company, Parent and Parent Holdings with prompt written notice thereof in accordance with Section 11.4. If the Company Company, Parent or Parent Holdings notifies the Seller Indemnitee Sellers’ Representative that it does not dispute the claim described in such notice or fails to notify the Seller Indemnitee Sellers’ Representative within thirty (30) days after delivery of such notice by the Seller Indemnitee Sellers’ Representative whether the Company Company, Parent or Parent Holdings disputes the claim described in such notice, the Seller Loss in the amount specified in the notice shall be conclusively deemed a liability of the Company Company, Parent and Parent Holdings and, subject to the Basket and the Cap, if applicable, an amount equal to such Seller Loss shall be paid by the Company Company, Parent or Parent Holdings within ten (10) days of the date such amount is determined. If the Company Company, Parent or Parent Holdings has timely disputed its liability with respect to such claim, the Company Company, Parent or Parent Holdings and the Seller Indemnitee Sellers’ Representative will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such parties within thirty (30) days after the delivery of such notice, such dispute shall be resolved in binding arbitration subject to Section 11.12. Upon conclusive determination of the liability of the Company’s , Parent or Parent’s liability Holdings for such Seller Losses pursuant to this Article X (whether such determination is made pursuant to the procedures set forth in this Section, by agreement between the Company or Parent and the Seller Indemnitee, by final adjudication or otherwise) and subject to the Basket and the Cap, if applicable, an amount equal to such Seller Losses shall be paid by the Company Company, Parent or Parent Holdings within ten (10) days of the date such amount is determined.

Assertion of Seller Claims. Any Seller Claim shall be asserted by written notice given by a Seller Indemnitee Parent or Seller to the Company and the Parent Buyer promptly after the Seller Indemnitee Parent or Seller has become aware of the Seller Claim. The notice shall state the amount or the estimated amount of the Seller Claim to the extent then feasible, but the estimate shall not be conclusive of the final amount of such Seller Claim. With respect to any claim under Section 10.3 relating to a third party claim or demand, the Seller Indemnitee Parent or Seller shall provide the Company and the Parent Buyer with prompt written notice thereof in accordance with Section 11.4 11.5 and the Company or the Parent Buyer may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to the Seller IndemniteeParent or Seller, any such claim or demand, and the Seller IndemniteeParent or Seller, at its expense, shall have the right to participate in the defense of any such third party claim. So long as the Company or the Parent Buyer is defending in good faith any such third party claim, the Seller Indemnitee Parent or Seller shall not settle or compromise such third party claim. In any event, the Seller Indemnitee Parent or Seller shall cooperate in the settlement or compromise of, or defense against, any such asserted claim. If the Company or the Parent Buyer elects or is deemed to have elected not to assume the defense of any Seller Claim, the Seller Indemnitee Parent or Seller shall have the right to defend, compromise and settle the Seller Claim subject to the prior consent of the Company and the ParentBuyer, which consent shall not be unreasonably withheld or unduly delayed. The Seller Indemnitee Parent or Seller shall or shall direct in writing its counsel to deliver to the Company and the Parent Buyer copies of all correspondence and matters relating to such Seller Claim. If the Seller Claim involves or could result in claims against, or potential liability of, Company or the Parent Buyer the extent or nature of which were not known by Company or the Parent Buyer as of the date Company or the Parent Buyer elected or is deemed to have elected not to take over the defense of such claim or demand, Company or the Parent Buyer shall, by written notice to the Seller IndemniteeParent or Seller, be entitled to take over the defense of such claim or demand at Company’s or the Parent’s Buyer's expense. With In computing the Losses to be indemnified hereunder (the "Seller Indemnification Amount"), the indemnity shall be for the net amount of such Loss after giving effect to any tax benefit (but only to the extent of any benefit accruing for the tax period with respect to any claim under Section 10.3 that does not relate which the Loss shall have occurred) to a third party claim or demand, the Seller Indemnitee shall provide the Company and Seller Parent with prompt written notice thereof in accordance with Section 11.4. If the Company or Parent notifies that the Seller Indemnitee that it does not dispute the claim described in such notice or fails to notify and Seller Parent reasonably expect. Upon determination of the Seller Indemnitee within thirty (30) days after delivery of such notice Indemnification Amount, Buyer shall apy Seller and Seller Parent by the Seller Indemnitee whether the Company or Parent disputes the claim described in such notice, the Seller Loss in the amount specified in the notice shall be conclusively deemed a liability of the Company and Parent and, subject to the Basket and the Cap, if applicable, an amount equal to such Seller Loss shall be paid by the Company or Parent check within ten (10) days of the date such amount is determined. If the Company or Parent has timely disputed its liability with respect to such claim, the Company or Parent and the Seller Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such parties within thirty (30) days after the delivery of such notice, such dispute shall be resolved in binding arbitration subject to Section 11.12. Upon conclusive determination of the Company’s or Parent’s liability for such Seller Losses pursuant to this Article X (whether such determination is made pursuant to the procedures set forth in this Section, by agreement between the Company or Parent and the Seller Indemnitee, by final adjudication or otherwise) and subject to the Basket and the Cap, if applicable, determined an amount equal to such the Seller Losses shall be paid by the Company or Parent within ten (10) days of the date such amount is determinedIndemnification Amount.