Claim Notices. Each Indemnified Party shall provide written notice to the Indemnifying Party of any claim or demand that it may have under this Section 9.2 (a “Claim Notice”), and, in the event that there is asserted against an Indemnified Party any claim, demand, action, proceeding or investigation instituted by a Person other than Parent or the Holder Representative on behalf of the Holders for which the Indemnifying Party may be obligated to indemnify hereunder (such claim, a “Third Party Claim”), such Indemnified Party shall provide a Claim Notice with respect thereto within thirty (30) days following such Indemnified Party’s receipt of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
(A) A Claim Notice with respect to a claim other than a Third Party Claim shall contain a reasonably detailed summary of the facts underlying or related to such claim to the extent then known by the Indemnified Party, the subsection(s) of this Section 9.2 pursuant to which the Indemnified Party is seeking indemnification, a list of those representations, warranties and covenants that the Indemnified Party believes may have been breached in relation to such claim (if any), the Indemnified Party’s good faith estimate of the Losses incurred as a result of, in connection with, relating to or arising out of such claim, and a statement that the Indemnified Party seeks indemnification for Losses relating to such claim.
(B) A Claim Notice with respect to a Third Party Claim shall contain a reasonably detailed summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party and any correspondence or notices (including court papers) received from the relevant third party (to the extent not prohibited by contract or applicable Law from furnishing), the subsection(s) of this Section 9.2 pursuant to which the Indemnified Party is seeking indemnification, a list of those representations, warranties and covenants that the Indemnified Party believes may have been breached in relation to such claim (if any), the amount of damages alleged to have been suffered by the relevant third party or the Indemnified Party’s good faith estimate of the Losses incurred as a result of, in connection with, relating to or arising out of such claim, and a statement that the Indemnifie...
Claim Notices. If any Person that may be entitled to indemnification hereunder (an “Indemnified Party”) asserts a claim for indemnification hereunder (a “Claim”), such Indemnified Party shall provide a written notice thereof (a “Claim Notice”) to the party required by the terms of this Agreement to indemnify the Indemnified Party (an “Indemnifying Party”) (i) within thirty (30) days after its receipt of written notice of either commencement of any third-party litigation or any third-party claim against it (such litigation or claim by a third party, a “Third-Party Claim”), or (ii) within a reasonable period after such Indemnified Party becomes aware of the existence of any other event with respect to which indemnification may be sought from the Indemnifying Party; provided, however, that no delay or failure on the part of an Indemnified Party in providing a Claim Notice to any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder except to the extent the Indemnifying Party is prejudiced by such delay or failure.
Claim Notices. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a notice (a “Claim Notice”) to each party against whom a Claim is asserted. The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address or email address on file with the Bank. You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must be sent to WebBank, Attn: Deposit Operations, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000.
Claim Notices. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a notice (a “Claim Notice”) to each party against whom a Claim is asserted. The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address or email address on file with the Bank. You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must be sent to MoCaFi, 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxx, XX 00000.
Claim Notices. A Claim Notice shall state the estimated amount of Losses (which estimate shall not be conclusive of the final amount of such claim) that the Indemnified Party believes it has sustained, incurred or suffered with respect to any Third Party Claim or Direct Claim and identify the representations and warranties of the Indemnifying Party that the Indemnified Party believes were breached or otherwise identify the bases upon which the Indemnified Party believes that it is entitled to indemnification (which bases shall not be conclusive of the final determination of liability for indemnification).
Claim Notices. Following the Closing, if the Purchaser has or claims to have incurred or suffered Damages for which it may be entitled to indemnification under this Article VI and desires to exercise any rights or remedies it may have under this Agreement with respect thereto, the Purchaser shall promptly deliver a written claim notice (a “Claim Notice”) to the Selling Parties. Each Claim Notice shall: (a) state that such Purchaser believes that there is or has been a breach of a representation, warranty or covenant contained in this Agreement; (b) contain a reasonably detailed description of the circumstances supporting such Purchaser’s belief that there is or has been such a breach; and (c) contain a good faith, non-binding, preliminary estimate of the amount of Damages such Purchaser claims to have so incurred (the “Claimed Amount”).
Claim Notices. A Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a written notice of any Claim or Special Claim for which the Indemnified Party intends to base a request for indemnification hereunder (such notice, a “Claim Notice”); provided, however, that an Indemnified Party’s failure to provide a Claim Notice shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder. Each Claim Notice must contain a description of the Claim or Special Claim, as applicable, and the nature and amount of the related Losses (to the extent that the nature and amount of such Losses are known at the time), and an Indemnified Party shall furnish promptly to the Indemnifying Party copies of all reasonably necessary papers and official documents received in respect of any such Losses (unless the disclosure of such materials is prohibited by confidentiality obligations or applicable law).
Claim Notices. If on or before the last day of the Escrow Period, an Indemnified Party asserts a claim against the Escrowed Property pursuant to the Merger Agreement, Parent shall deliver to the Representative and the Escrow Agent written notice thereof (a “Claim Notice”), which Claim Notice shall include (i) the basis of such claim, including, without limitation, reference to the specific warranty, representation or covenant of the Merger Agreement alleged to have been breached, and the applicable Escrow Account(s) to which such Claim Notice relates in accordance with the terms of the Merger Agreement; (ii) if then determinable by the applicable Indemnified Party, a reasonable estimate of the amount of such Losses related to the claim (or if, in such Indemnified Party’s good faith opinion, no such reasonable estimate can be then made, the reasonably expected potential Losses that, in such Indemnified Party’s good faith opinion, might be sustained in connection with such claim) (the “Claimed Amount”), and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Losses included in the amount so stated and the nature of the claim to which such Losses are related.
Claim Notices. In the event that (x) any claim, demand or proceeding is asserted or instituted by any Person other than the Parties hereto (including by any Governmental Authority) (a “Third Party”) which could give rise to Damages for which an Indemnifying Party would be liable to an Indemnified Party hereunder (any such claim, demand or proceeding, a “Third Party Claim”), or (y) an Indemnified Party hereunder shall have a claim to be indemnified by any Indemnifying Party hereunder which does not involve a Third Party Claim (any such claim, a “Direct Claim”), the Indemnified Party shall send to the Indemnifying Party a written notice (a “Claim Notice”) of such claim, action or proceeding. A Direct Claim, not involving a Third Party Claim, may be asserted by a written notice to the Indemnifying Party, which notice shall set forth in reasonable detail the basis for the Direct Claim, the amount of the Direct Claim and the basis for the calculation of the amount of the Direct Claim.
Claim Notices. The Indemnified Party shall send a written notice (the “Claim Notice”) to the Indemnitor upon the occurrence of any event or the discovery of any facts, or the commencement of any litigation or proceeding against the Indemnified Party or the Purchaser which might give rise to a Claim. Each Claim Notice shall be given as promptly as possible after the Indemnified Party has actual notice of such event, state of facts, litigation or proceeding and it appears reasonably probable that such event, state of facts, litigation or proceeding might involve matters that would give rise to a Claim against any Indemnitor. Each Claim Notice shall specify, with particularity, the nature and, to the extent ascertainable, the amount of the Claim. Asset Purchase Agreement, MTBC & RMB A-42
