Common use of Claim Notice Clause in Contracts

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. A Person party that seeks indemnity under this Article 8 2 (an “Indemnified Party”) shall will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Indemnifiable Losses sought arise from matters solely between the parties or from Third-Party Claims. With respect to matters solely between the parties, the The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages Indemnifiable Losses 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 DamagesIndemnifiable Losses. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay any Indemnifiable Losses are caused by, arise out of or deficiency or the amount of any associated Damages is are increased by such delay or deficiencyfailure.

Claim Notice. A Person that seeks indemnity under this Article 8 6 (an “Indemnified Party”) shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties Parties or from Third-Party Claims. With respect to matters solely between the partiesParties, the Claim Notice must contain (i) a description and, if to the extent 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. A Person that seeks indemnity under this Article 8 Any party claiming a right to indemnification hereunder (an “the "Indemnified Party”") shall give written notice (a “Claim Notice”) to the other party from whom indemnification is sought (an “the "Indemnifying Party”)") prompt written notice (a "Claim Notice") of any claim, whether demand, action, suit, proceeding or discovery of fact upon which the Damages sought arise from matters solely between the parties or from Third-Indemnified Party Claims. With respect intends to matters solely between the partiesbase a claim for indemnification under this Article VII, the Claim Notice must which shall contain (ix) a description and, if known, estimated (specifying in detail the facts and circumstances with respect to such claim) and the amount (the “"Claimed Amount”") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (iiy) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by statement that the Indemnified PartyParty is entitled to indemnification under this Article VII for such Claimed Amount, and (iiiz) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the payment; provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party shall relieve the Indemnifying Party of from any Liability or obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay or deficiency or the amount of any associated Damages is increased by such delay or deficiencyfailure.

Claim Notice. A Person In the event that seeks indemnity under this Article 8 (any Claim for which an “Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party”, such Indemnified Party shall, within forty-five (45) shall calendar days of the receipt thereof, give written notice (a “the "Claim Notice”") to the party from whom indemnification is sought (an “Indemnifying Party”), whether Party of such Claim specifying the Damages sought arise from matters solely between nature of and specific basis for such Claim and 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 Partythereof, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by feasible, which estimate shall not be binding upon the Indemnified Party, and (iii) a demand for payment Party in its effort to collect the final amount of those Damagessuch Claim. No delay or deficiency on The failure to give any such notice shall not affect the part rights of the Indemnified Party in so notifying to indemnification hereunder except to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party of any Liability from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or obligation hereunder except Article 14, as applicable, but only to the extent that of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party is prejudiced by such delay or deficiency or from any liability that it may have to the amount of any associated Damages is increased by such delay or deficiencyIndemnified Party otherwise.

Claim Notice. A Person Party that seeks indemnity under this Article 8 or under any other Separation Agreement (an “Indemnified Party”) shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Losses sought arise from matters solely between the parties Parties or from Third-Third Party Claims. With respect to matters solely between the parties, the The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages Losses 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 DamagesLosses. 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 Losses caused by or arising out of such delay or deficiencyfailure.

Claim Notice. A Person If an Indemnified Party becomes aware of any act, omission or state of facts that seeks indemnity may give rise to Damages in respect of which a right of indemnification is provided for under this Article 8 (an “14, the Indemnified Party”) Party shall as soon as reasonably practical after becoming so aware, but in any event within 30 days, give written notice thereof (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”). If the Indemnified Party fails to give notice within such 30 day time period, such failure shall not preclude the Indemnified Party from obtaining such indemnification, but its right to indemnification may be reduced to the extent that such delay materially prejudiced the defence of the Claim or materially increased the amount of Damages or cost of defense. The Claim Notice shall specify whether the potential Damages sought arise from matters solely between as a result of a claim by a Person against the parties or from Third-Indemnified 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 AmountThird Party Claim”) or whether the potential Damages arise as a result of any Damages incurred or reasonably expected to be incurred a claim directly 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 against the Indemnifying Party (a “Direct Claim”) and shall relieve the Indemnifying Party of any Liability or obligation hereunder except also specify with reasonable particularity (to the extent that the Indemnifying Party information is prejudiced by such delay or deficiency or available): (a) the factual basis for the Claim; (b) the estimated amount of any associated the potential Damages is increased by such delay or deficiencyarising therefrom; and (c) if a Third Party Claim, the identity of the Person(s) making the claim against the Indemnified Party.

Claim Notice. A Person party that seeks indemnity under this Article 8 or Article 9 (an “Indemnified Party”) shall will give prompt 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 The Claim Notice must shall contain (i) a reasonably detailed 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 reasonably detailed explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified PartyParty (including any supporting documents required by Section 8.4(d)), and (iii) a demand for payment of those Damages. No , provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent that (and only to the extent that) the Indemnifying Party Party’s ability to remedy, contest, defend or settle such claim is actually prejudiced by such delay or deficiency or the amount of any associated Damages is increased by such delay or deficiency.

Claim Notice. A Person Party that seeks indemnity under this Article 8 VI or under Section 2.2 (an “Indemnified Party”) shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Liabilities sought arise from matters solely between the parties Parties or from Third-Third Party Claims. With respect to matters solely between the parties, the The Claim Notice must contain (i) a description and, if known, the estimated amount (the “Claimed Amount”) of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the facts constituting the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, Party and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those DamagesLiabilities. 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 Liabilities caused by or arising solely out of such delay or deficiency.

Claim Notice. A Person that seeks indemnity under this Article 8 (an “An Indemnified Party”) Party shall give each Indemnifying Party from whom indemnification is sought prompt written notice (a “Claim Notice”) of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base the party from whom claim for indemnification is sought (an “Indemnifying Party”)under this ARTICLE IX, 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 which shall contain (i) a description and, if known, estimated and the 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 statement that the Indemnified PartyParty is entitled to indemnification under this ARTICLE IX for such Damages, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the payment, provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party shall relieve the Indemnifying Party of from any Liability or obligation hereunder except to the extent that the Indemnifying Party is materially and actually prejudiced by such delay or deficiency or failure. Parent, Buyer, and Seller agrees that the amount of any associated Damages is increased by such delay or deficiencyprocedures set forth in the Escrow Agreement with respect to Claim Notices and responses thereto shall govern all claims made against the Escrowed Shares.