Indemnification Claim Notice Sample Clauses
Indemnification Claim Notice. From time to time prior to the date that is 18 months after the date of this Agreement (the “Last Notice Date”), Buyer may provide the Sellers’ Representative (with a copy to the Escrow Agent) with written notice (an “Indemnification Notice”) setting forth the actual or estimated dollar amounts of any claim for which a Buyer Indemnified Person reasonably believes it may become entitled to indemnification, and, in reasonable detail (to the extent known) the nature of such claim, pursuant to Section 7.01 or 8.01 of the Purchase Agreement (a “Buyer Indemnification Claim”). If the Sellers’ Representative does not provide the Escrow Agent with a written notice disputing such Buyer Indemnification Claim (an “Indemnification Claim Objection”, the form of which is attached as Exhibit A) prior to 5:00 p.m., New York City time, on the twentieth (20th) day after the date on which the Escrow Agent received the applicable Indemnification Notice, then the dollar amount of such Buyer Indemnification Claim set forth in such Indemnification Notice shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following such twentieth (20th) day, the Escrow Agent shall, subject to Section I.3(d) and, if applicable, Section I.3(e)(iii) and (iv), upon its receipt of a joint written direction from the Buyer and the Sellers’ Representative (which joint written direction Buyer and the Sellers’ Representative hereby agree to provide as promptly as reasonably practicable following such twentieth (20th) day) which (i) identifies the number of Escrow Shares to be sold (which amount shall be sufficient to yield cash proceeds in an amount equal to 105% of the Buyer Indemnification Claim calculated using the VWAP of the Escrow Shares as of such twentieth (20th) day); (ii) states that the restricted legend will be removed from such Escrow Shares following such sale; (iii) identifies any applicable volume limitations applicable to such sale and (iv) states that any holding requirements specified in Rule 144 promulgated under the 1933 Act (as in effect as amended from time to time, or any successor rule thereto, “Rule 144”) have been satisfied (upon which the Escrow Agent shall be entitled to conclusively rely), liquidate, as soon as practicable (and subject to any applicable limitations under Rule 144 as identified in the aforementioned written direction) by Sale Order (as defined in Section I.3(e)(vi) below), Escrow Shares in the amount identified in the ...
Indemnification Claim Notice. If any of the Investors becomes aware of any matter that may give rise to a Indemnification Claim against any of the Existing Shareholder or the Company, notice of that fact shall be given to said Existing Shareholder or the Company in accordance with Clause 1.2 of this Schedule V and no later than thirty (30) days after the Investor becomes aware of the circumstances giving rise to such Indemnification Claim; provided, however, that any failure to give such timely notice shall not affect the rights of the Investor hereunder except to the extent of the Loss suffered by the Existing Shareholder or the Company as a result of such failure.
Indemnification Claim Notice. An Indemnitee shall give written notice (a "CLAIM NOTICE") containing a reasonably detailed description of the nature and the events or circumstances underlying any Indemnification Claim under Article VII of the Merger Agreement, and a good faith estimate of the amount of Losses related thereto, to the Securityholder Agent not later than the expiration of the Survival Period or the date of Final Resolution, as applicable. Unless the amount of Losses (or portion thereof) described in the Indemnification Claim is contested by the Securityholder Agent within the thirty (30) day period described in Section 4(b) hereof, the Indemnitee may recover such amount (or such uncontested portion thereof) from the Escrow Amount pro rata (based on the number of Shares contributed to the Escrow by each former stockholder). In such event, the Escrow Agent shall, subject to any such Claim Dispute Notice (as defined below), be entitled to rely on any such Claim Notice and distribute any or all of the Escrow Amount to the Indemnitee in accordance with the terms hereof, the Claim Notice and any Claim Dispute Notice, as applicable.
Indemnification Claim Notice. 7.5(a) Indemnified Party.....................................................7.5(a) Indemnifying Party....................................................7.5(a) Independent Accounting Firm...........................................2.6(b)(i) Internet Web Site.....................................................5.9(c) Inventory.............................................................2.1(h) IRS...................................................................3.11(b) Linked Web Site.......................................................5.9(c) Loss..................................................................7.2(a) Net Assets............................................................2.6(b) Non-Assignable Asset..................................................2.4 Notice................................................................8.5 Permits...............................................................2.1(e) Prepaid Expenses......................................................2.1(g) Purchase Price........................................................2.6(a)
Indemnification Claim Notice. “Indemnification Claim Notice” has the meaning set forth in Section 9.6(a).
Indemnification Claim Notice. If a Party is seeking indemnification under Section 18.1 or Section 18.2, as applicable (the “Indemnitee”), it shall inform the other Party (the “Indemnitor”) of the claim giving rise to the obligation to indemnify pursuant to Section 18.1 or Section 18.2, as applicable, as soon as reasonably practicable after receiving notice of the claim (an “Indemnification Claim Notice”); provided, that any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification under Section 18.1 or Section 18.2, as applicable, except to the extent that such delay or failure materially prejudices the Indemnitor’s ability to defend against the relevant claims.
Indemnification Claim Notice. If a Party is seeking indemnification under Section 9.1 or Section 9.2, as applicable (the “Indemnitee”), it shall inform the other Party (the “Indemnitor”) of the claim giving rise to the obligation to indemnify pursuant to Section 9.1 or Section 9.2, as applicable, as soon as reasonably practicable after receiving notice of the Third Party Claim (an “Indemnification Claim Notice”); provided, that, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification under Section 9.1 or Section 9.2, as applicable, except to the extent that such delay or failure materially prejudices the Indemnitor’s ability to defend against the relevant Third Party Claim.