Common use of Claim Notices Clause in Contracts

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 Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Claim Notices. Each Indemnified Party shall provide written notice to (a) During the Indemnifying Party of any claim or demand that it may have under this period from the Closing Date until the Scheduled Escrow Expiration Date (as defined in Section 9.2 (a “Claim Notice”10 hereof), andPurchaser acting on its own or, in the event that there is asserted against an Indemnified Party any claimset forth under (i) hereof, demand, action, proceeding or investigation instituted by a Person other than Parent or the Holder Representative on behalf of any other Purchaser Indemnified Party (together for the Holders purposes of this Section 4, "Purchaser") shall be entitled to give the Security Escrow Agent written notice (a "Claim Notice") of (i) any Claims and Damages incurred by it or a Purchaser Indemnified Party for which Purchaser claims that the Indemnifying Party may be Company is obligated to indemnify hereunder Purchaser pursuant to Article 8 of the Purchase Agreement, (such claimii) 50% of any payment made by Purchaser to any Business Employee pursuant to the terms of the Severance Agreements listed in Sections 3.14.1 and 3.14.2 of the Disclosure Schedule to the Purchase Agreement, a “Third Party Claim”)which Purchaser is entitled to recover pursuant to Section 5.8(a) of the Purchase Agreement or (iii) the amount that is to be delivered to Purchaser pursuant to Section 2.3(c)(iii)(B) of the Purchase Agreement. (b) Each Claim Notice given by Purchaser to the Security Escrow Agent shall be signed by an authorized representative of Purchaser and (i) shall include the information required under Section 8.5 of the Purchase Agreement, such Indemnified Party shall provide including, for as far as its concerns a Claim Notice with respect thereto within thirty (30) days following such Indemnified Party’s receipt for Claims and Damages, the nature and details of such Third Party Claim; providedClaims and Damages, 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 section 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 Purchase Agreement pursuant to which the Indemnified Party Claim Notice 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)made, the Indemnified Party’s good faith estimate amount of the Losses incurred as a result ofClaims and Damages, in connection with, relating to if reasonably ascertainable by Purchaser (or arising out of such claim, and a statement that the Indemnified Party seeks indemnification amount thereof is not then reasonably ascertainable by Purchaser and the basis for Losses relating such statement) and whether or not such Claims and Damages arise from the assertion of liability by a third party or (ii) set forth Purchaser's claim pursuant to such claimSection 5.8(a) or 2.3(c)(iii)(B) of the Purchase Agreement. (Bc) A Promptly upon receipt of the Claim Notice, the Security Escrow Agent shall give notice thereof to the Company or the Fund Holder, as the case may be, by transmitting a copy of such Claim Notice to the Company or the Fund Holder, as the case may be, in the manner and to the address specified in Section 1l(f) hereof. (d) The Security Escrow Agent shall make no payment or delivery to Purchaser or any Purchaser Indemnified Party for which a Claim Notice has been given to the Security Escrow Agent pursuant to this Section 4, or for the first payment of interest or other investment income pursuant to Section 3(e), except pursuant to (i) written instructions to the Security Escrow Agent signed by the authorized representatives of Purchaser and of the Company or the Fund Holder, as the case may be (the "Joint Order"), or (ii) a final nonappealable order, judgment, writ, decree of any Federal or State court of competent jurisdiction (the "Court Order"). Claims and Damages, or such portion of Claims and Damages, that have not been paid to Purchaser or otherwise resolved by a Joint Order or a Court Order, together with all unresolved claims 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 Sections 5.8(a) 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 furnishing2.3(c)(iii)(B), the subsection(s) of this Section 9.2 pursuant are herein referred 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 collectively 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. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim"Pending Claims".

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 materially 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 brief 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. A Claim Notice need not state the amount of Losses that the Indemnified Party believes it has incurred or suffered relating to such claim. (B) A Claim Notice with respect to a Third Party Claim shall contain a reasonably detailed brief 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 Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Claim Notices. Each Indemnified Party shall provide written notice to (a) During the Indemnifying Party of any claim or demand that it may have under this period from the Closing Date until the Scheduled Escrow Expiration Date (as defined in Section 9.2 (a “Claim Notice”10 hereof), andPurchaser acting on its own or, in the event that there is asserted against an Indemnified Party any claimset forth under (i) hereof, demand, action, proceeding or investigation instituted by a Person other than Parent or the Holder Representative on behalf of any other Purchaser Indemnified Party (together for the Holders purposes of this Section 4, "Purchaser") shall be entitled to give the Security Escrow Agent written notice (a "Claim Notice") of (i) any Claims and Damages incurred by it or a Purchaser Indemnified Party for which Purchaser claims that the Indemnifying Party may be Company is obligated to indemnify hereunder Purchaser pursuant to Article 8 of the Purchase Agreement, (such claimii) 50% of any payment made by Purchaser to any Business Employee pursuant to the terms of the Severance Agreements listed in Sections 3.14.1 and 3.14.2 of the Disclosure Schedule to the Purchase Agreement, a “Third Party Claim”)which Purchaser is entitled to recover pursuant to Section 5.8(a) of the Purchase Agreement or (iii) the amount that is to be delivered to Purchaser pursuant to Section 2.2(c)(iii)(B) of the Purchase Agreement. (b) Each Claim Notice given by Purchaser to the Security Escrow Agent shall be signed by an authorized representative of Purchaser and (i) shall include the information required under Section 8.5 of the Purchase Agreement, such Indemnified Party shall provide including, for as far as its concerns a Claim Notice with respect thereto within thirty (30) days following such Indemnified Party’s receipt for Claims and Damages, the nature and details of such Third Party Claim; providedClaims and Damages, 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 section 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 Purchase Agreement pursuant to which the Indemnified Party Claim Notice 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)made, the Indemnified Party’s good faith estimate amount of the Losses incurred as a result ofClaims and Damages, in connection with, relating to if reasonably ascertainable by Purchaser (or arising out of such claim, and a statement that the Indemnified Party seeks indemnification amount thereof is not then reasonably ascertainable by Purchaser and the basis for Losses relating such statement) and whether or not such Claims and Damages arise from the assertion of liability by a third party or (ii) set forth Purchaser's claim pursuant to such claimSection 5.8(a) or 2.2(c)(iii)(B) of the Purchase Agreement. (Bc) A Promptly upon receipt of the Claim Notice, the Security Escrow Agent shall give notice thereof to the Company or the Fund Holder, as the case may be, by transmitting a copy of such Claim Notice to the Company or the Fund Holder, as the case may be, in the manner and to the address specified in Section 1l(f) hereof. (d) The Security Escrow Agent shall make no payment or delivery to Purchaser or any Purchaser Indemnified Party for which a Claim Notice has been given to the Security Escrow Agent pursuant to this Section 4, or for the first payment of interest or other investment income pursuant to Section 3(e), except pursuant to (i) written instructions to the Security Escrow Agent signed by the authorized representatives of Purchaser and of the Company or the Fund Holder, as the case may be (the "Joint Order"), or (ii) a final nonappealable order, judgment, writ, decree of any Federal or State court of competent jurisdiction (the "Court Order"). Claims and Damages, or such portion of Claims and Damages, that have not been paid to Purchaser or otherwise resolved by a Joint Order or a Court Order, together with all unresolved claims 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 Sections 5.8(a) 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 furnishing2.2(c)(iii)(B), the subsection(s) of this Section 9.2 pursuant are herein referred 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 collectively 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. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim"Pending Claims".

Claim Notices. Each Indemnified Party shall provide written notice to the Indemnifying Party of any claim or demand that it may have under Article VIII or this Section 9.2 Article X (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 a Buyer Indemnitee 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 promptly 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 materially 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 brief 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 10.2 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 Damages relating to such claim. (B) . A Claim Notice with respect to a Third Party Claim shall contain a reasonably detailed brief 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 legal requirement 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 Indemnified Party seeks indemnification for Losses Damages relating to such claim. A Claim Notice need not state the amount of Damages that the Indemnified Party believes it has incurred or suffered relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall provide to the Indemnifying Party on written request all information and documentation reasonably necessary to support and verify the Damages which the Indemnified Party believes give rise to a claim for indemnification and shall give the Indemnifying Party reasonable access to all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such claim.

Claim Notices. Each A Person (the “Indemnified Party shall provide Party”) that wishes to assert an indemnification claim pursuant to Section 11.2 or Section 11.4 will promptly deliver to the Person liable for such indemnification (the “Indemnifying Party”) a written notice to the Indemnifying Party of any claim or demand that it may have under this Section 9.2 (a “Claim Notice”)) of any Matter which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (it being understood that no Claim Notice may be delivered unless the Indemnified Party has reasonably determined, on the basis of facts known to such Indemnified Party, that the claim set forth in such Claim Notice is valid and not a speculative claim and has given or is reasonably likely to give rise to Damages of the Indemnified Party) and, to the extent known: (i) a reasonably detailed description of the facts and circumstances giving rise to the claim for indemnification; and (ii) a reasonably detailed description of, and a good faith estimate of the total amount of, the Damages actually incurred to the date of such Claim Notice as a result of such claim; provided, however, that in the event that there is of any claim for indemnification hereunder resulting from or in connection with any Matter brought or asserted against an Indemnified Party by any claim, demand, action, proceeding or investigation instituted by a third 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”)) against an Indemnified Party, such Indemnified Party shall provide a will give notice thereof to the Indemnifying Party (x) not later than ten Business Days prior to the time any response to the Third Party Claim Notice with respect thereto is required, if reasonably practicable, and (y) in any event within thirty (30) days five Business Days following such Indemnified Party’s receipt of such Third Party Claimnotice thereof; provided, howeverfurther, that failure to give such notification shall will not affect the rights to indemnification provided hereunder except to the extent the Indemnifying Party shall have been is 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 Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Claim Notices. Each Indemnified Party shall provide written (a) The Owners will not be required to pay the Parent or its Affiliates for any particular Losses unless the Parent delivers a claim notice to the Indemnifying Party Owners concerning those Losses. The Parent will not be required to pay the Owners for any particular Losses unless the Owners deliver a claim notice to the Parent concerning those Losses. (b) To be effective, a claim notice must set forth (A) in reasonable detail the facts and circumstances from which the party seeking payment believes the Losses arise, including references to (1) which representations and warranties were inaccurate, (2) which obligations were not performed, or (3) which matter set forth on Schedule 7.1 resulted in the Losses, (B) in reasonable detail, a description of any claim or demand and the amount of the Losses that it may have under this Section 9.2 the party has suffered, (C) in reasonable detail, a “Claim Notice”)description of, and, in if reasonably estimable, an estimate of, the event additional Losses that there the party expects to suffer, and (D) if the Losses arise out of a Third Person Claim, a copy of all legal pleadings and other notices received by the party that 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 subject of the Holders Third Person Claim. Further, to be effective: (i) a claim notice for which Losses arising out of, related to or in connection with an alleged inaccuracy in representations and warranties must be delivered, if at all, before the Indemnifying Party may be obligated to indemnify hereunder eighteen (such claim18) month anniversary of the Closing, 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.that: (A) A Claim Notice with respect to a claim other than notice for Losses arising out of, related to or in connection with a Third Party Person Claim shall contain a reasonably detailed summary involving an alleged inaccuracy in the Special Representations may be delivered until the four (4) year anniversary 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.Closing Date; (B) A Claim Notice a claim notice for Losses arising out of, related to or in connection with respect to a Third Party Claim shall contain a reasonably detailed summary an alleged inaccuracy in the Fundamental Representations may be delivered until the four (4) year anniversary of the facts underlying Closing Date; and (C) notwithstanding the period of limitation set forth in Section 7.3(b)(i)(B), a claim notice for Losses arising out of, related to or in connection with an alleged inaccuracy in representations relating to such claim Taxes in Sections 3.11 and 4.15 may be delivered until the statute of limitation relating to the extent then known by Tax liability expires plus sixty (60)days; and (ii) a claim notice for Losses that arise out of an alleged failure to perform an obligation may be delivered until the Indemnified Party and any correspondence or notices statute of limitations under the Governing Law concerning the failure to perform has expired. (including court papersc) received from the relevant third party (to the extent If a claim notice is not prohibited by contract or applicable Law from furnishing)effective, the subsection(s) of this Section 9.2 pursuant to which the Indemnified Party is party 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 payment of the Losses incurred as set forth in the claim notice will not be entitled to recover those Losses. (d) If a result ofclaim notice is effective, in connection with, relating to or arising out of such claim, the party that delivered the claim notice: (i) concerning the representations and a statement warranties that the Indemnified Party seeks indemnification for party alleges were inaccurate may bring an action under Section 8.7 against the party that receives the claim notice concerning the inaccuracy at any time until the expiration of the statute of limitations under the Governing Law concerning the inaccuracy; (ii) concerning the obligations that the party alleges the other party failed to perform may bring an action under Section 8.7 against the party that receives the claim notice concerning failure to perform at any time until the expiration of the statute of limitations under the Governing Law concerning the failure to perform; or (iii) concerning a matter set forth on Schedule 7.1 may bring an action under Section 8.7 against the party that receives the claim notice concerning the matter set forth on Schedule 7.1 at any time. (e) A party must deliver a claim notice concerning Losses relating or a Third Person Claim promptly upon becoming aware of (i) the circumstances giving rise to such claimthe Losses or (ii) the Third Person Claim. A party’s failure to deliver a claim notice promptly upon becoming aware of (x) the circumstances giving rise to the Losses or (y) the Third Person Claim will not eliminate or limit in any manner that party’s rights under this Article 7 unless the failure or delay materially prejudices the rights of the other party. (f) From and after time to time, when additional information regarding the delivery subject of a Claim Notice with respect to a Third Party Claimclaim notice delivered under this Section 7.3 becomes available, such as information that makes Losses that could not previously be estimated capable of estimation, the Indemnified Party shall party that delivered the claim notice must deliver an updated claim notice setting forth the updated information. A party’s failure to provide or delay in providing an updated claim notice will not eliminate or limit in any manner that party’s rights under this Article 7 unless the Indemnifying Party, within ten (10) business days after failure or delay materially prejudices the Indemnified Party’s receipt thereof, copies rights of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimother party.

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 a) In the event that there is asserted against an Indemnified Party any claimthe Purchaser estimates in good faith that it has a claim to be indemnified by the Vendors under this Clause 12 (Refund) (a "Claim"), demand, action, proceeding or investigation instituted by then the Purchaser shall send to the Vendors Representative a Person other than Parent or written notice (a "Claim Notice") which shall specify the Holder Representative on behalf grounds for such Claim and the estimated amount of the Holders for Refund claimed, if it can be determined. (b) The Claim Notice shall be sent by the Purchaser to the Vendors Representative, with reasonable promptness in view of the circumstances and no later than within sixty (60) Business Days after the Purchaser first becomes aware of the facts upon which the Indemnifying Party may be obligated Claim is based. (c) Failure by the Purchaser to indemnify hereunder (such claim, a “Third Party Claim”), such Indemnified Party comply with the provisions of Clause 12.4(a) or Clause 12.4(b) above shall provide have no consequence on the ability of the Purchaser to make a Claim and shall be sanctioned solely by the payment of damages to the Guarantors, insofar as the latter are able to prove that such delay adversely affected their defense, and then only in proportion to the amount of the prejudice thus established. (d) Any Claim shall be deemed accepted by the Guarantors unless the Vendors Representative shall have objected to the Claim Notice in a written statement (providing explanations with respect thereto within supporting evidence as may reasonably be required to assess the merits of such objection) and such statement (the "Objection Notice") shall have been delivered to the Purchaser prior to the expiration of a period of thirty (30) days Business Days following such Indemnified Party’s receipt of the Claim Notice. In the absence of such Third Party Claim; providedObjection Notice, however, that failure to give such notification the Claim shall not affect be deemed accepted by the indemnification provided hereunder except Guarantors who shall immediately pay the amount of the Refund to the extent Purchaser in accordance with the Indemnifying Party shall have been actually prejudiced as a result provisions of such failureClause 12.6 (Payment). (Ae) A Should the Vendors Representative object in writing to any Claim Notice made by the Purchaser, the Vendors Representative and the Purchaser shall attempt in good faith to reach an agreement with respect to the validity and amount of such Claim. If no such agreement can be reached after good faith negotiations within a claim other than a Third Party Claim shall contain a reasonably detailed summary period of thirty (30) Business Days following the receipt by the Purchaser of the facts underlying or related to such claim to the extent then known by the Indemnified PartyObjection Notice, the subsection(s) dispute shall be settled in accordance with the provisions 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 Clause 20 (if anyGoverning Law - Disputes), 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 Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Claim Notices. Each Indemnified Party shall provide written notice to After 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 Threshold has been actually prejudiced as a result of such failure. (A) A Claim Notice met with respect to a party (or in the case of a claim other than under Section 3.3 or a Third Claim Exempt from Limitations, with respect to each of which the Threshold does not apply), a right to indemnification under this Article 7 shall only be available to any Buyer Indemnitee or Seller Indemnitee (the "Indemnified Party") if such Indemnified Party gives to the party obliged to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim shall contain a reasonably detailed summary of Notice") describing in reasonable detail the facts underlying giving rise to any such Claim or related to such claim to the extent then known by the Indemnified Party, the subsection(s) of this Section 9.2 pursuant to Damage for which the Indemnified Party is seeking indemnification, a list indemnification promptly after the receipt 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 knowledge of the facts underlying upon which such Claim or relating Damage is based (but in no event later than ten days prior to the time any response to the asserted Claim is required or expense is incurred unless such Indemnified Party receives knowledge of the facts giving rise to such claim Claim or Damage less than ten days prior to the time any such response is required or expense must be incurred and such Indemnified Party gives the Indemnitor the related Claim Notice within one Business Day after receipt of same); except that the failure of any Indemnified Party to so notify the Indemnitor will not relieve the Indemnitor from any liability it may have if and to the extent then known the Indemnitor is not materially prejudiced 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 Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimomission.

Claim Notices. Each Any party seeking indemnification under this Article 9 (an “Indemnified Party”) shall promptly give the party from whom indemnification is being sought (such notified party, the “Responsible Party”) notice of any matter which such Indemnified Party shall provide written notice has determined has given or could give rise to the Indemnifying Party a right of any claim or demand that it may have indemnification under this Section 9.2 Article 9 (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.determination: (Aa) A Claim Notice with respect stating that the Indemnified Party has incurred, paid, accrued or otherwise suffered or knows of facts giving rise to a claim other than a Third Party Claim shall contain a reasonably detailed summary of the facts underlying reasonable probability that it will have to incur, pay, accrue or related to such claim otherwise suffer, any Damages in an aggregate stated amount, to the extent then known by the Indemnified Party, the subsection(s) of this Section 9.2 pursuant with respect 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 entitled to 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 an indemnification for Losses relating to such claim.payment under this Article 9; and (Bb) 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 specifying in reasonable detail, to the extent then known by the Indemnified Party, the individual items of Damages included in the amount so stated, the date each such item was incurred, paid or accrued, or the basis for such anticipated liability, and the specific nature of the breach to which such item is related (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party and any correspondence from asserting that there has been a breach of, or notices (including court papers) received from failure to perform, such provision); provided, however, that the relevant third party (failure to so notify a Responsible Party shall not relieve such Responsible Party of its obligations hereunder, except to the extent that such Responsible Party is materially prejudiced thereby. With respect to any recovery or indemnification sought by an Indemnified Party from a Responsible Party that does not prohibited by contract or applicable Law involve a Third-Party Claim, if the Responsible Party does not notify the Indemnified Party within thirty (30) days from furnishingits receipt of the Claim Notice that such Responsible Party disputes such claim, which notice, if given, shall state with specificity the Responsible Party’s reasons for objecting (a “Dispute Notice”), the subsection(s) of this Section 9.2 pursuant to which the Indemnified Responsible 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 shall be deemed 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 accepted and agreed with such claim, and a statement that the Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Claim Notices. Each Indemnified Party (a) In the event that the Buyer estimates in good faith that it has a claim to receive an Indemnification from the Seller under this Clause 11 (a "Claim"), then the Buyer shall provide send to the Seller a written notice (a "Claim Notice") which shall specify: (i) which of the Buyer or any of the Group Companies has paid or suffered, the Loss in respect of which the Claim is brought; (ii) the good faith estimated amount of the Loss and of the Indemnification claimed if and to the Indemnifying Party extent reasonably possible at the time of any claim specifying the good faith estimate; (iii) the nature of the misrepresentation or demand breach of warranty or covenant resulting in such Loss; (iv) and, if and to the extent available to the Buyer, such other available supporting evidence as may reasonably be required to assess the merits of the Claim and the computation of the Indemnification or estimate of such Loss. (b) For the avoidance of doubt, the Buyer acknowledges and agrees that it may have under this Section 9.2 (shall send to the Seller a “Claim Notice”), and, Notice in the event that there is asserted against an Indemnified of any Claim including those resulting from a Loss which does not exceed the individual and global thresholds set forth in Clause 11.4(a)(i) and (ii). (c) The Claim Notice shall be sent by the Buyer to the Seller: (i) if the Claim arises in connection with any claims, verifications or judicial or administrative proceedings by any Third 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 twenty (3020) days following such Indemnified Party’s Business Days of receipt by the Buyer or the relevant Group Company of actual notice of such Third Party ClaimClaim or, if required by the circumstances (e.g.; providedin the case of emergency proceedings or when a response to notification must be given within a time period in order to avoid a forfeiture of rights), howeverwithin an adequate shorter period to enable the Seller to answer in a timely fashion and exercise its rights hereunder; (ii) for any other Claims, that failure no later than twenty (20) Business Days after the Buyer or the relevant Group Company first becomes aware of all relevant facts upon which the Claim against the Seller is based. (d) Failure by the Buyer to give such notification shall comply with the provisions of Clause 11.5(a) or Clause 11.5(c) will not affect release the indemnification provided Seller from its obligations hereunder except to that any payment made hereunder shall be reduced by the extent the Indemnifying Party shall have been actually prejudiced as a result amount of Loss resulting from such failure. (Ae) A Any Claim Notice shall be deemed rejected by the Seller unless it notifies the Buyer in writing of its acceptance of such Claim within twenty (20) Business Days as from receipt of the Claim Notice. (f) If the Seller rejects a Claim, either expressly or tacitly in accordance with Clause 11.5(e), then the Seller and the Buyer shall attempt in good faith to reach an agreement 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 validity of such claim, 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 corresponding Indemnification. If no such agreement can be reached after good faith estimate negotiations within a period of thirty (30) Business Days following the expiration of the Losses incurred as a result oftwenty (20) Business Days-period referred to in Clause 11.5(e), then the dispute shall be settled in connection with, relating to or arising out accordance with the provisions of such claim, and a statement that the Indemnified Party seeks indemnification for Losses relating to such claim. From and after the delivery of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party ClaimClause 20.