Claim Notice. A Party that seeks indemnity under this Article X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.
Claim Notice. If an Indemnified Party (i) becomes aware of any act, omission or state of facts that has given rise to Damages in respect of which a right of indemnification is provided for under this Article 4, or (ii) receives correspondence from a Governmental Authority that may be reasonably expected to give rise to Damages in respect of which a right of indemnification is provided for under Section 4.2(g) (any such act, omission or state of facts described in this subsection (ii), a “4.2(g) Matter”), the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. For greater certainty, except in the case of a 4.2(g) Matter, a Claim Notice may not be given in respect of potential or anticipated Damages that have not been incurred prior to the date the Claim Notice has been delivered except in respect of a Third Party Claim that has actually been made against the Indemnified Party prior to the date the Claim Notice is delivered. The Claim Notice shall specify whether the Damages have arisen or the potential Damages arise, as applicable, as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the Damages have arisen or the potential Damages arise, as applicable, as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
(a) the factual basis for the Direct Claim or Third Party Claim, as the case may be; and
(b) the amount of alleged Damages or potential Damages, as applicable, arising therefrom, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive a Claim Notice in time effectively to contest the determination of any liability susceptible of being contested or to assert a right to recover an amount under applicable insurance coverage, then the liability of the Indemnifying Party to the Indemnified Party under this Article 4 shall be reduced only to the extent that Damages are actually incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give the Claim Notice on a timely basis. Nothing in this Section 4.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Sections 4.6(1) and 4.6(2) in order to permit recovery pursuant to Section 4.2(a) or 4.3(a) as the case may be.
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Claim Notice. The term "Claim Notice" shall have the meaning set forth in Section 14.3(a).
Claim Notice. Claim Notice has the meaning set out in GC 7.7.1.
Claim Notice. The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which, to be effective, must state: (i) the amount of each payment claimed by an Indemnified Party to be owing, (ii) the basis for such claim, with supporting documentation, and (iii) a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed. The amount claimed shall be paid by the Indemnifying Party to the extent required herein within 30 days after receipt of the Claim Notice, or after the amount of such payment has been finally established, whichever last occurs.
Claim Notice. A Person that seeks indemnity under this Article 8 (an “Indemnified Party”) shall give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties or from Third-Party Claims. With respect to matters solely between the parties, the Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay or deficiency or the amount of any associated Damages is increased by such delay or deficiency.
Claim Notice. The Party seeking indemnification under the terms of this Agreement (“Indemnified Party”) shall submit a written “Claim Notice” to the other Party (“Indemnifying Party”) which shall list the amount claimed by an Indemnified Party, the basis for such claim, with supporting documentation, and list each separate item of Loss for which payment is so claimed. The amount claimed shall be paid by the Indemnifying Party to the extent required herein within 30 days after receipt of the Claim Notice, or after the amount of such payment has been finally established, whichever last occurs.
Claim Notice. (a) If a Party claims that a dispute exists under this Agreement (Claimant), that Party is to give written notice to the other Party, or Parties, (Respondent) setting out the matters in dispute and nominating a person as its representative to negotiate the dispute on the Claimant's behalf (Claim Notice).
Claim Notice. 10.4(a) Claims...........................................................................10.4 Closing...........................................................................
