Common use of Escrow Claims Clause in Contracts

Escrow Claims. (a) When any Indemnified Party learns of any potential Claim under this Agreement (an “Escrow Claim”) against the Principals, it promptly will give written notice (a “Claim Notice”) to the Principals and to the Escrow Agent; provided, that failure to so notify the Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim; provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure.

Escrow Claims. (a) When any Indemnified Party At the time when either of the Consolidated Entities learns of any potential Claim claim under this Agreement (an “Escrow Claim”) against the Principals, it will promptly will give written notice (a “Claim Notice”) to the Principals and to the Escrow Agent; provided, that failure to so notify the Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, the The Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party ClaimClaim (as defined below); provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that any a Principal shall have been materially prejudiced by such failure.