Common use of Claim Procedure Clause in Contracts

Claim Procedure. (a) Claim Notice. A Party that seeks indemnity under this Article VI or under Section 2.2 (an "Indemnified Party") shall give written notice (a "Claim Notice") to the Party from whom indemnification is sought (an "Indemnifying Party"), whether the Liabilities sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the "Claimed Amount") of any 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 and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those Liabilities. 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 of any Liabilities caused by or arising solely out of such delay or deficiency.

Claim Procedure. (a) Claim Notice. A Party Person that seeks indemnity under this Article VI or under Section 2.2 ARTICLE 7 (an "“Indemnified Party"”) shall give written notice (a "“Claim Notice"”) to the Party from whom indemnification is sought (an "“Indemnifying Party"”), whether the Liabilities Damages sought arise from matters solely between the Parties or from Third Third-Party Claims. The With respect to matters solely between the Parties, the Claim Notice must contain (i) a description and, if to the extent known, the estimated amount (the "“Claimed Amount"”) of any Liabilities Damages 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 LiabilitiesDamages. 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 Liabilities caused associated Damages is increased by or arising solely out of such delay or deficiency.

Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI or under Section 2.2 10 (an "“Indemnified Party"”) shall will give written notice (a "“Claim Notice"”) to the Party party from whom indemnification is sought (an "“Indemnifying Party"), ”) whether the Liabilities Losses sought arise from matters solely between the Parties parties or from a claim or Proceeding by another Person not a party, nor an Affiliate of a party, to this Agreement (a “Third Party ClaimsClaim”). The Claim Notice must contain (i) a description and, if known, the estimated amount (the "Claimed Amount") of any Liabilities Losses 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 the facts then known by the Indemnified Party and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those Liabilities. No Losses; provided 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 its obligations under this Article 10 except to the extent of any Liabilities caused by or arising solely out of such delay or deficiencydeficiency materially prejudices the rights of the Indemnifying Party with respect thereto.

Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI or under Section 2.2 ARTICLE 10 (an "“Indemnified Party"”) shall will give prompt written notice (a "“Claim Notice"”) to the Party party from whom indemnification is sought (an "“Indemnifying Party"), whether the Liabilities sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain ”) containing (i) a description with reasonable detail and, if known, the estimated amount (the "Claimed Amount") of any Liabilities Losses incurred or reasonably expected to be incurred by the Indemnified PartyParty and the method of computation thereof, and (ii) a reasonable explanation of the facts constituting the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment and/or assumption of responsibilityParty. Notwithstanding the foregoing, as the case may be, of those Liabilities. No 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 under this Agreement except to the extent the Indemnifying Party is thereby materially prejudiced. For purposes of any Liabilities caused by or arising solely out this ARTICLE 10, the Seller ​ ​ ​ Representative, as representative of such delay or deficiencythe Sellers, shall receive all notices and take all actions on behalf of the Sellers.

Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI or under Section 2.2 2 (an "“Indemnified Party"”) shall will give written notice (a "“Claim Notice"”) to the Party party from whom indemnification is sought (an "“Indemnifying Party"”), whether the Liabilities Indemnifiable Losses sought arise from matters solely between the Parties parties or from Third Third-Party Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the "“Claimed Amount"”) of any Liabilities Indemnifiable Losses 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 LiabilitiesIndemnifiable 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 of that any Liabilities Indemnifiable Losses are caused by or arising solely by, arise out of or are increased by such delay or deficiencyfailure.

Claim Procedure. (a) Claim Notice. A Party that party which seeks indemnity under this Article VI or under Section 2.2 8 (an "“Indemnified Party"”) shall will give prompt written notice (a "“Claim Notice"”) to the Party party from whom indemnification is sought (an "“Indemnifying Party"”), whether the Liabilities sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must shall contain (i) a description and, if known, the estimated amount (the "“Claimed Amount"”) of any Liabilities Damages 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 (including any supporting documents required by Section 8.3(d)), and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those Liabilities. No delay or deficiency on Damages; provided that the part failure to give such Claim Notice shall not affect the rights 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 shall have been materially prejudiced by reason of such failure; and provided, further, that any such Claim Notice shall not limit or prejudice any of the rights or remedies of any Liabilities caused by Indemnified Party on the basis of any limitations on the information included in such Claim Notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or arising solely out of any other privilege, unless such delay or deficiencylimitations materially and adversely prejudice the Indemnifying Party.

Claim Procedure. (a) Claim Notice. A Party that party which seeks indemnity under this Article VI or under Section 2.2 8 (an "“Indemnified Party"”) shall will give prompt written notice (a "“Claim Notice"”) to the Party party from whom indemnification is sought (an "“Indemnifying Party"”), whether the Liabilities sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must shall contain (i) a description and, if known, the estimated amount (the "“Claimed Amount"”) of any Liabilities Damages 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 (including any supporting documents required by Section 8.3(d)), and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those Liabilities. No delay or deficiency on Damages; provided that the part failure to give such Claim Notice shall not affect the rights 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 shall have been materially prejudiced by reason of such failure; and provided, further, that any such Claim Notice shall not limit or prejudice any of the rights or remedies of any Liabilities caused by Indemnified Party on the basis of any limitations on the information included in such Claim Notice, including any such limitations made in good faith to preserve the attorney­client privilege, work product doctrine or arising solely out of any other privilege, unless such delay or deficiencylimitations materially and adversely prejudice the Indemnifying Party.

Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI or under Section 2.2 2 (an "“Indemnified Party"”) shall will give written notice (a "“Claim Notice"”) to the Party party from whom indemnification is sought (an "“Indemnifying Party"”), whether the Liabilities Indemnifiable Losses sought arise from matters solely between the Parties parties or from Third Third-Party Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the "“Claimed Amount"”) of any Liabilities Indemnifiable Losses 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 LiabilitiesIndemnifiable 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 of that any Liabilities Indemnifiable Losses are caused by or arising solely by, arise out of or are increased by such delay or deficiency.failure. (b)