Common use of Claims without Determinable Losses Clause in Contracts

Claims without Determinable Losses. Subject to the limitations set forth in this Article X, if any Buyer Indemnitee determines that it has a Buyer Claim the amount of which cannot reasonably be determined, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify Sellers by means of a Buyer Claim Notice that contains the information required by Section 10.5(b)(i) and a good faith estimate, if possible, of Buyer’s calculation of the Losses incurred by the applicable Buyer Indemnitee with respect thereto. The failure by Buyer to promptly deliver an Buyer Claim Notice under this Section 10.5(b)(ii) will not adversely affect the applicable Buyer Indemnitees’ right to indemnification except to the extent Sellers are materially prejudiced thereby. If Buyer has not received a Dispute Notice from Seller within the Dispute Period, Sellers will be conclusively deemed to have agreed to and accepted Liability for the Buyer Claim, and Sellers shall pay from time to time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations contained in this Article X.

Claims without Determinable Losses. Subject to the limitations set forth in this Article X8, if any Buyer Indemnitee determines Indemnified Party believes in good faith that it has a Buyer Claim Claim, the amount of which cannot reasonably be determineddetermined by Buyer, then Buyer shall, as soon as reasonably practicable after it actually becomes aware of such Buyer Claim, notify Sellers both Seller 1 and the Seller Representative and, if applicable, the R&W Insurer by means of a Buyer Claim Notice (with a copy to the Escrow Agent if the Buyer Claim involves recovery against the Escrow Amount) that contains the information required by Section 10.5(b)(i8.3.1(a) (other than a good faith calculation of the Losses relating thereto) and a good faith estimate, if possiblereasonably practicable, of Buyer’s calculation of the Losses incurred by the applicable Buyer Indemnitee with respect thereto. The failure by Buyer to promptly deliver an a Buyer Claim Notice under this Section 10.5(b)(ii8.3.1(b) will not adversely affect the applicable Buyer Indemnitees’ Indemnified Party’s right to indemnification pursuant to Section 8.1, except to the extent Sellers are (and only to the extent) any Seller is materially prejudiced therebythereby in terms of the amount of Losses for which the Seller Indemnifying Parties are obligated to indemnify the Buyer Indemnified Parties. If Buyer has not received a Dispute Notice from either Seller 1 or the Seller Representative within the Dispute Period, Sellers will then (i) Seller 1 and the Seller Representative (on behalf of the Seller Indemnifying Parties) and the Seller Indemnifying Parties shall be conclusively deemed to have agreed consented to and accepted Liability for the recovery by the applicable Buyer Indemnified Parties of the full amount of Losses specified in the Buyer ClaimClaim Notice and (ii) Seller 1, the Seller Representative and Sellers Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to Buyer from the Escrow Amount the amount of Losses specified from time to time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations provisions contained in this Article X.8.

Claims without Determinable Losses. Subject to the limitations set forth in this Article X, if any Buyer Indemnitee determines believes in good faith that it has a Buyer Claim the amount of which cannot reasonably be determined, the Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify the Sellers Representative or the breaching Seller, as applicable, by means of a Buyer Claim Notice that contains the information required by Section 10.5(b)(i10.4(b)(i) and a good faith estimate, if possible, of the Buyer’s calculation of the Losses incurred by the applicable Buyer Indemnitee with respect theretoto such Buyer Claim. The failure by Buyer to promptly deliver an shall provide a Buyer Claim Notice under this Section 10.5(b)(ii10.4(b)(ii) will within 30 days after discovery of such Claim by a Buyer Indemnitee; provided, however, that failure to give such notice shall not adversely affect limit the applicable right of such Buyer Indemnitees’ right Indemnitee to indemnification recover indemnity or reimbursement hereunder except to the extent Sellers are materially prejudiced therebythat the Seller Representative or breaching Seller, as applicable, suffers any material prejudice or material harm with respect to such claim as a result of such failure. If the Buyer has not received a Dispute Notice from Seller the Sellers Representative or the breaching Seller, as applicable, within the Dispute Period, then (x) if such Buyer Claim shall have been made prior to the Escrow Termination Date, the Sellers will be conclusively deemed to have agreed to Representative and accepted Liability for the Buyer Claimshall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Buyer from the Indemnity Escrow Amount the amount of Losses specified from time-to-time as the amount of any such Buyer Claim becomes known, subject to the limitations contained in this Article X, and (y) if such Buyer Claim shall have been made after the Escrow Termination Date or to the extent it is in respect of amounts in excess of the then available Indemnity Escrow Amount, the Sellers or the breaching Seller, as applicable, shall be obligated to pay to the Buyer the amount of Losses specified from time to time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations contained in this Article X.X; provided, however, that the Sellers Representative or the breaching Seller, as applicable, will be under no obligation to agree to any such payments under the immediately preceding clauses (x) or (y), and the making of any one such payment will be without prejudice to the continuing right of the Sellers Representative or the breaching Seller, as applicable, to object to any further payment.

Claims without Determinable Losses. Subject to the limitations set forth in this Article X, if any Buyer Indemnitee determines believes in good faith that it has a Buyer Claim Claim, the amount of which cannot reasonably be determineddetermined by Buyer, then Buyer shall, as soon as reasonably practicable after it actually becomes aware of such Buyer Claim, notify Sellers the Seller Representative and, if applicable, the R&W Insurer by means of a Buyer Claim Notice (with a copy to the Escrow Agent if the Claim involves recovery against the Indemnity Escrow Funds) that contains the information required by Section 10.5(b)(i10.7(b)(i) (other than a good faith calculation of the Losses paid, sustained, suffered or incurred) and a good faith estimate, if possiblereasonably practicable, of Buyer’s calculation of the Losses paid, sustained, suffered or incurred or that may be paid, sustained, suffered or incurred by the applicable Buyer Indemnitee with respect thereto. The failure by Buyer to promptly deliver an a Buyer Claim Notice under this Section 10.5(b)(ii10.7(b)(ii) will not adversely affect the applicable Buyer Indemnitees’ Indemnitee’s right to indemnification pursuant to Section 10.3, except to the extent Sellers are (and only to the extent) the Seller Representative or any Seller is materially prejudiced therebythereby in terms of the amount of Losses for which the Seller Indemnitors are obligated to indemnify the Buyer Indemnitees. If Buyer has not received a Dispute Notice from the Seller Representative within the Dispute Period, 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 Indemnitees of the full amount of Losses specified in the Buyer Claim, Claim Notice and Sellers (B) the Seller Representative and Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to Buyer from the Indemnity Escrow Funds the amount of Losses specified from time to time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations provisions contained in this Article X.

Claims without Determinable Losses. Subject to the limitations set forth in this Article XIX, if any Buyer Indemnitee determines believes in good faith that it has a Buyer Claim the amount of which cannot reasonably be determined, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify Sellers the Lenders’ Representative by means of a Buyer Claim Notice that contains the information required by Section 10.5(b)(i9.7(b)(i) and a good faith estimate, if possible, of Buyer’s calculation of the Losses incurred by the applicable Buyer Indemnitee with respect thereto. The failure by to such Buyer to promptly deliver an Buyer Claim Notice under this Section 10.5(b)(ii) will not adversely affect the applicable Buyer Indemnitees’ right to indemnification except to the extent Sellers are materially prejudiced therebyClaim. If Buyer has not received a Dispute Notice from Seller the Lenders’ Representative within the Dispute Period, Sellers will be conclusively deemed then, if such Buyer Claim shall have been made prior to have agreed the Indemnity Escrow Termination Date, the Lenders’ Representative and Buyer shall deliver a joint written instruction to and accepted Liability for the Escrow Agent instructing the Escrow Agent to pay to Buyer Claim, and Sellers shall pay from time to the Indemnity Escrow Funds the amount of Losses specified from time-to-time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations contained in this Article X.IX; provided, however, that the Lenders’ Representative will be under no obligation to agree to any such payments under the immediately preceding clause and the making of any one such payment will be without prejudice to the continuing right of the Lenders’ Representative to object to any further payment.

Claims without Determinable Losses. Subject to the limitations set forth in this Article XVIII, if any Buyer Indemnitee determines believes in good faith that it has a Buyer Claim Claim, the amount of which cannot reasonably be determined, 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 Sellers the Seller Representative by means of a Buyer Claim Notice that contains the information required by Section 10.5(b)(i8.7(b)(i) and a good faith estimate, if possible, of Buyer’s calculation of the Losses incurred by the applicable Buyer Indemnitee with respect thereto. The failure by Buyer to promptly deliver an a Buyer Claim Notice under this Section 10.5(b)(ii8.7(b)(ii) 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 Indemnitees’ right to indemnification Indemnitee, except to the extent the Seller Representative or any of the Sellers are is materially and actually prejudiced thereby. If Buyer has not received a Dispute Notice from the Seller within Representative prior to the expiration of the Dispute Period, Sellers will be conclusively deemed then the Seller Representative and Buyer shall, to have agreed 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 and accepted Liability for the Escrow Agent instructing the Escrow Agent to pay to Buyer Claimfrom the Indemnity Escrow Funds or Special Indemnity Escrow Funds, and Sellers shall pay as applicable, the amount of Losses specified from time to time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations contained in this Article X.VIII.

Claims without Determinable Losses. Subject to the limitations set forth in this Article XIX, if any Buyer Parent Indemnitee determines believes in good faith that it has a Buyer Claim Claim, the amount of which cannot reasonably be determineddetermined or reasonably estimated by Parent, Buyer then Parent shall, as soon as reasonably practicable after it actually becomes aware of such Buyer Claim, notify Sellers the Representative by means of a Buyer Claim Notice (with a copy to the Escrow Agent if the Claim involves recovery against the Escrow Fund) that contains the information required by Section 10.5(b)(i9.5(a)(i) (other than a good faith calculation of the Losses paid, sustained, suffered or incurred) and a good faith estimate, if possiblereasonably practicable, of BuyerParent’s calculation of the Losses paid, sustained, suffered or incurred or that may be paid, sustained, suffered or incurred by the applicable Buyer Parent Indemnitee with respect thereto. The failure by Buyer Parent to promptly deliver an Buyer a Claim Notice under this Section 10.5(b)(ii9.5(a)(ii) will not adversely affect the applicable Buyer Indemnitees’ Parent Indemnitee’s right to indemnification pursuant to Section 9.2, except to the extent Sellers are (and only to the extent) the Representative or any Seller Indemnitor is materially prejudiced therebythereby in terms of the amount of Losses for which the Seller Indemnitors are obligated to indemnify the Parent Indemnitees. If Buyer Parent has not received a Dispute Notice from Seller the Representative within the Dispute Period, Sellers will then (A) the Representative (on behalf of the Seller Indemnitors) shall be conclusively deemed to have agreed consented to the recovery by the applicable Parent Indemnitees of the full amount of Losses specified in the Claim Notice and accepted Liability for (B) the Buyer ClaimRepresentative 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 pay if applicable, the Founder Escrow Funds, the amount of Losses specified from time to time as the amount of any such Buyer Claim becomes known, 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 Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations provisions contained in this Article X.IX.

Claims without Determinable Losses. Subject to the limitations set forth in this Article XVIII, if any Buyer Indemnitee determines believes in good faith that it has a Buyer Claim the amount of which cannot reasonably be determined, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify Sellers the Seller Representative or the breaching Seller, as applicable, by means of a Buyer Claim Notice that contains the information required by Section 10.5(b)(i8.7(b)(i) and a good faith estimate, if possible, of Buyer’s calculation of the Losses that may be incurred by the applicable Buyer Indemnitee with respect thereto. The No delay in or the failure by Buyer to promptly deliver an a Buyer Claim Notice under this Section 10.5(b)(ii8.7(b)(ii) will not adversely affect the applicable Buyer Indemnitees’ Indemnitee’s right to indemnification pursuant to Section 8.3, except to the extent Sellers are materially the Seller Representative or the breaching Seller, as applicable, is actually prejudiced thereby. If Buyer has not received a Dispute Notice from the Seller Representative or the breaching Seller, as applicable, within the Dispute Period, 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 Claimlimitations set forth in this Article VIII), and Sellers the Seller Representative and Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to Buyer from time to the Escrow Funds the amount of Losses specified from time-to-time as the amount of any such Buyer Claim becomes known, firstsubject to the limitations contained in this Article VIII; or if there are no further Escrow Funds, through a reduction then (A) in the then outstanding balance case of a claim brought pursuant to Section 8.3(a), the Promissory Note Sellers shall promptly and severally (in an amount equal the proportion set forth opposite such Seller’s name on Schedule 2.3(e)) pay, in cash, to Buyer the amount of such Buyer Claim, and second, in cash to Losses specified from time-to-time as the extent that the amount amounts of any such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claimsbecomes known, subject to the limitations contained in this Article X.VIII, or (B) if such Buyer Claim is brought pursuant to Section 8.3(b), then the breaching Seller subject to the Buyer Claim shall promptly pay, in cash, to Buyer the amount of Losses specified from time-to-time as the amounts of any such Buyer Claim becomes known, subject to the limitations contained in this Article VIII.