Common use of Claims with Determinable Losses Clause in Contracts

Claims with Determinable Losses. Subject to the limitations set forth in this Article X, if any Buyer Indemnitee has a claim for indemnification pursuant to Section 10.2(b) or Section 10.2(c) (a “Buyer Claim”) the amount of which is then known, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify Seller of such Buyer Claim by means of a written notice specifying the nature, circumstances and amount of such Buyer Claim, including copies of any written documentation received from third parties and in Buyer’s possession and related to such Buyer Claim (an “Buyer Claim Notice” and, together with a Claims Notice, a “Notice”). The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i) will not adversely affect the applicable Buyer Indemnitee’s right to indemnification except to the extent that Sellers are materially prejudiced thereby. If, within 30 days following receipt by Sellers of a Buyer Claim Notice (the “Dispute Period”), Buyer has not received from Sellers notice in writing that Sellers object to the Buyer Claim (or the amount of Losses set forth therein) asserted in such Buyer Claim Notice (a “Dispute Notice”), Sellers will be conclusively deemed to have agreed to and accepted Liability for the Buyer Claim and the amounts set forth in the Buyer Claim Notice, and Sellers shall pay, first, through a reduction in the then outstanding balance of the Promissory Note in an amount equal to the amount of such Buyer Claim, and second, in cash to the extent that the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after the last day of the applicable Dispute Period the amount specified in the Buyer Claim Notice, subject to the limitations contained in this Article X.

Claims with Determinable Losses. Subject to the limitations set forth in this Article XIX, if any Buyer Indemnitee believes in good faith that it has a claim for indemnification pursuant to Section 10.2(b) or Section 10.2(c) 9.3 (a “Buyer Claim”) ), the amount of which is then known, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify Seller the Lenders’ Representative of such Buyer Claim by means of a written notice specifying describing the nature, circumstances Buyer Claim in reasonable detail and amount of such Buyer Claim, including copies of any written documentation received from third parties and in setting forth Buyer’s possession and related to such good faith calculation of the Losses incurred by the applicable Buyer Claim Indemnitee with respect thereto (an a “Buyer Claim Notice” and, together with a Claims Notice, a “Notice”). The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i) will not adversely affect the applicable Buyer Indemnitee’s right to indemnification except to the extent that Sellers are materially prejudiced thereby. If, within 30 days by the thirtieth (30th) day following receipt by Sellers the Lenders’ Representative of a Buyer Claim Notice (the “Dispute Period”), Buyer has not received from Sellers the Lenders’ Representative notice in writing that Sellers object the Lenders’ Representative objects to the Buyer Claim (or the amount of Losses set forth thereinin the Buyer Claim) asserted in such Buyer Claim Notice (a “Dispute Notice”), Sellers will be conclusively deemed to have agreed to and accepted Liability for the then, if such Buyer Claim shall have been made prior to the Indemnity Escrow Termination Date, Buyer and the amounts set forth in Lenders’ Representative shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to Buyer Claim Notice, and Sellers shall pay, first, through a reduction in from the then outstanding balance of the Promissory Note in an amount equal to Indemnity Escrow Funds the amount of such Buyer Claim, and second, in cash to the extent that the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after the last day of the applicable Dispute Period the amount Losses specified in the Buyer Claim Notice, Notice subject to the limitations contained in this Article X.IX.

Claims with Determinable Losses. Subject to the limitations set forth in this Article X, if any Buyer Indemnitee believes in good faith that it has a claim for indemnification pursuant to Section 10.2(b) or Section 10.2(c) 10.3 (a “Buyer Claim”) ), the amount of which is then knownknown by Buyer, then Buyer shall, as soon as reasonably practicable after it actually becomes aware of such Buyer Claim, notify the Seller Representative and, if applicable, the R&W Insurer of such Buyer Claim by means of a written notice specifying (with a copy to the nature, circumstances Escrow Agent if the Claim involves recovery against the Indemnity Escrow Funds) describing the Buyer Claim in reasonable detail and amount of such Buyer Claim, including copies of any written documentation received from third parties and in setting forth Buyer’s possession and related to such good faith calculation of the Losses paid, sustained, suffered or incurred by the applicable Buyer Claim Indemnitee with respect thereto (an a “Buyer Claim Notice” and, together with a Claims Notice, a “Notice”). The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i10.7(b)(i) will not adversely affect the applicable Buyer Indemnitee’s right to indemnification pursuant to Section 10.3, except to the extent that (and only to the extent) the Seller Representative or any of the Sellers are materially prejudiced therebythereby in terms of the amount of Losses for which the Seller Indemnitors are obligated to indemnify the Buyer Indemnitees. If, within 30 days by the 30th day following receipt by Sellers the Seller Representative of a Buyer Claim Notice (the “Dispute Period”), Buyer has not received from Sellers the Seller Representative notice in writing that Sellers object the Seller Representative objects to the Buyer Claim (or the amount of Losses set forth therein) asserted in such Buyer Claim Notice (a “Dispute Notice”), Sellers will then (A) the Seller Representative (on behalf of the Sellers) shall be conclusively deemed to have agreed consented to and accepted Liability for the recovery by the applicable Buyer Claim and Indemnitees of the amounts set forth full amount of Losses specified in the Buyer Claim Notice, Notice and Sellers (B) the Seller Representative and Buyer shall pay, first, through deliver a reduction in joint written instruction to the then outstanding balance of Escrow Agent instructing the Promissory Note in an amount equal Escrow Agent to pay to Buyer from the Indemnity Escrow Funds the amount of such Buyer Claim, and second, in cash to the extent that the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after the last day of the applicable Dispute Period the amount Losses specified in the Buyer Claim Notice, subject to the limitations provisions contained in this Article X.

Claims with Determinable Losses. Subject to the limitations set forth in this Article XVIII, if any Buyer Indemnitee believes in good faith that it has a claim for indemnification pursuant to Section 10.2(b) or Section 10.2(c) 8.3 (a “Buyer Claim”) ), the amount of which is then known, then Buyer shall, as soon as reasonably practicable after it becomes aware has actual knowledge, based on a good faith belief, of such Buyer Claim, notify the Seller Representative of such Buyer Claim by means of a written notice specifying describing the naturefacts and circumstances pertaining to the Buyer Claim in reasonable detail and the basis for the Buyer Indemnitee’s right to indemnification, circumstances and amount of such Buyer Claim, including copies of any written documentation received from third parties and in setting forth Buyer’s possession and related to such good faith calculation of the Losses incurred by the applicable Buyer Claim Indemnitee with respect thereto (an a “Buyer Claim Notice” and, together with a Claims Notice, a “Notice”). The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i8.7(b)(i) will shall not adversely affect any of the other rights or remedies that Buyer has under this Agreement, or alter or relieve the Seller Representative or any of the Sellers of its obligation to indemnify the applicable Buyer Indemnitee’s right to indemnification , except to the extent that the Seller Representative or any of the Sellers are materially and actually prejudiced thereby. If, within 30 days by the thirtieth (30th) day following receipt by Sellers the Seller Representative of a Buyer Claim Notice (the “Dispute Period”), Buyer has not received from Sellers the Seller Representative notice in writing that Sellers object the Seller Representative objects to the Buyer Claim (or the amount of Losses set forth therein) asserted in such Buyer Claim Notice (a “Dispute Notice”), Sellers will be conclusively deemed to have agreed to then the Seller Representative and accepted Liability for the Buyer Claim and the amounts set forth in the Buyer Claim Noticeshall, and Sellers shall pay, first, through a reduction in the then outstanding balance of the Promissory Note in an amount equal to the amount of such Buyer Claim, and second, in cash to the extent that there remain Indemnity Escrow Funds in the Indemnity Escrow Account or Special Indemnity Escrow Funds in the Special Indemnity Escrow Account, as applicable, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to Buyer from the Indemnity Escrow Funds or Special Indemnity Escrow Funds, as applicable, the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after the last day of the applicable Dispute Period the amount Losses specified in the Buyer Claim Notice, subject to the limitations contained in this Article X.VIII.

Claims with Determinable Losses. Subject to the limitations set forth in this Article XIX, if any Buyer Parent Indemnitee believes in good faith that it has a claim for indemnification pursuant to Section 10.2(b) or Section 10.2(c) 9.2 (a “Buyer Claim”) ), the amount of which is then knownknown or can reasonably be estimated by Parent, Buyer then Parent shall, as soon as reasonably practicable after it actually becomes aware of such Buyer Claim, notify Seller of such Buyer Claim the Representative by means of a written notice specifying the nature, circumstances and amount of such Buyer Claim, including copies of any written documentation received from third parties and in Buyer’s possession and related to such Buyer Claim (an “Buyer Claim Notice” and, together with a Claims Noticecopy to the Escrow Agent if the Claim involves recovery against the Escrow Fund) describing the Claim in reasonable detail and setting forth Parent’s good faith calculation of the Losses paid, sustained, suffered or incurred by the applicable Parent Indemnitee with respect thereto (a “Claim Notice”). The failure by Buyer Parent to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i9.5(a)(i) will not adversely affect the applicable Buyer Parent Indemnitee’s right to indemnification pursuant to Section 9.2, except to the extent that Sellers (and only to the extent) the Representative or any of the Seller Indemnitors are materially prejudiced therebythereby in terms of the amount of Losses for which the Seller Indemnitors are obligated to indemnify the Parent Indemnitees. If, within 30 days by the thirtieth (30th) day following receipt by Sellers the Representative of a Buyer Claim Notice (the “Dispute Period”), Buyer Parent has not received from Sellers the Representative notice in writing that Sellers object the Representative objects to the Buyer Claim (or the amount of Losses set forth therein) asserted in such Buyer Claim Notice (a “Dispute Notice”), Sellers will then (A) the Representative (on behalf of the Seller Indemnitors) shall be conclusively deemed to have agreed consented to and accepted Liability for the Buyer Claim and recovery by the amounts set forth applicable Parent Indemnitees of the full amount of Losses specified in the Buyer Claim NoticeNotice and (B) the Representative and Parent shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to Parent from the Escrow Funds and, and Sellers shall payif applicable, firstthe Founder Escrow Funds, through a reduction in the then outstanding balance of the Promissory Note in an amount equal to the amount of such Buyer Claim, and second, in cash to the extent that the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after the last day of the applicable Dispute Period the amount Losses specified in the Buyer Claim Notice, subject to the limitations provisions contained in this Article X.IX.

Claims with Determinable Losses. Subject to the limitations set forth in this Article XVIII, if any Buyer Indemnitee believes in good faith that it has a claim for indemnification pursuant to Section 10.2(b) or Section 10.2(c) 8.3 (a “Buyer Claim”) ), the amount of which is then known, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify the Seller Representative or the breaching Seller, as applicable, of such Buyer Claim by means of a written notice specifying describing the nature, circumstances Buyer Claim in reasonable detail and amount of such Buyer Claim, including copies of any written documentation received from third parties and in setting forth Buyer’s possession and related to such good faith calculation of the Losses incurred by the applicable Buyer Claim Indemnitee with respect thereto (an a “Buyer Claim Notice” and, together with a Claims Notice, a “Notice”). The No delay in or failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i8.7(b)(i) will not adversely affect the applicable Buyer Indemnitee’s right to indemnification pursuant to Section 8.3, except to the extent that the Seller Representative or any of the Sellers are materially actually prejudiced thereby. If, within 30 days by the thirtieth (30th) day following receipt by Sellers the Seller Representative or the breaching Seller, as applicable, of a Buyer Claim Notice (the “Dispute Period”), Buyer has not received from Sellers the Seller Representative or the breaching Seller, as applicable, notice in writing that Sellers object the Seller Representative or the breaching Seller, as applicable, objects to the Buyer Claim (or the amount of Losses set forth therein) asserted in such Buyer Claim Notice (a “Dispute Notice”), Sellers then the amount of Losses alleged in the Buyer Claim Notice will be conclusively deemed to have agreed be an obligation of Sellers or the breaching Seller, as applicable (subject to and accepted Liability for the Buyer Claim and the amounts limitations set forth in the Buyer Claim Noticethis Article VIII), and Sellers the Seller Representative and Buyer shall pay, first, through deliver a reduction in joint written instruction to the then outstanding balance of Escrow Agent instructing the Promissory Note in an amount equal Escrow Agent to pay to Buyer from the Escrow Funds the amount of such Buyer Claim, and second, in cash to the extent that the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after the last day of the applicable Dispute Period the amount Losses specified in the Buyer Claim Notice, Notice subject to the limitations contained in this Article X.VIII; or, if there are no further Escrow Funds, then (A) in the case of a claim brought pursuant to Section 8.3(a), the Sellers shall severally (in the proportion set forth opposite such Seller’s name on Schedule 2.3(e)) pay promptly, in cash, to Buyer the amount of Losses specified in the Buyer Claim Notice subject to the limitations contained in this Article VIII, or (B) in the case of a Buyer Claim brought pursuant to Section 8.3(b), the breaching Seller subject to the Buyer Claim shall pay promptly, in cash, to the Buyer the amount of Losses specified in the Buyer Claim Notice subject to the limitations contained in this Article VIII.