Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates in good faith that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. Following the delivery of an Indemnification Claim Notice, Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Second Merger Surviving Entity and its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the individuals responsible for the matters that are subject of the Indemnification Claim Notice) as they may reasonably require, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes has the right to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, sustained or reasonably anticipates in good faith that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is relatedrelated in reasonable detail. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. Following the delivery of an Indemnification Claim Notice, Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Second Merger Surviving Entity and its Subsidiaries subsidiaries as they may reasonably requirerequest, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the individuals responsible for the matters that are subject of the Indemnification Claim Notice) as they may reasonably requirerequest, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall promptly deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates in good faith that it may pay, incur, suffer or sustain Losses, and (ii) to the extent known, specifying in reasonable detail the individual items nature of such Losses, the date each such item was paid, incurred, suffered or sustained, Losses or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. Following The Indemnified Party shall allow the delivery of an Indemnification Claim Notice, Parent shall provide the Stockholder Representative Indemnifying Party and its representatives Advisers to investigate the matter or circumstance alleged to give rise to the indemnification claim, and agents with such documents whether and records to what extent any amount is payable in respect of the Second Merger Surviving Entity indemnification claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records during normal business hours) as the Indemnifying Party or any of its Subsidiaries as they Advisers may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the individuals responsible for the matters that are subject of the Indemnification Claim Notice) as they may reasonably require, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Noticerequest.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 7.19.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIIIX, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Shareholder Representative or the Parent, as applicable (with a copy to the Escrow Agent) (or Agent in the event case of an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Partypursuant to Section 9.2(a)(iii)), to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or has received notice of the commencement of an audit or similar proceeding as a result of which it reasonably anticipates in good faith expects, based on any particular stated subject matter of such audit or proceeding (and not the taxable period to which the audit or proceeding relates), that it may will pay, incur, suffer or sustain Losses, and (ii) specifying such Losses in reasonable detail (to the individual items of extent available and known by such LossesIndemnified Party), the date (if available) that each such item Loss was paid, incurred, suffered or sustained, or the basis for such anticipated liabilityLiability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent The Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect change in circumstances following the date of initial delivery thereof; provided that the update relates to the claim set forth underlying facts and circumstances described in such the initial Indemnification Claim Notice. Following Notwithstanding anything herein to the delivery contrary, no claim shall be treated as made pursuant to Section 9.2(a)(iii) unless, in the case of a claim pursuant to clause (d) of the definition of Indemnified Taxes, the Taxes that form the basis of such claim are the subject of an Indemnification Claim Noticeengagement with a Tax Authority under a voluntary disclosure or similar program or are reflected on a Tax Return or, Parent shall provide in the Stockholder Representative and case of any claim for Indemnified Taxes, the Company or any of its representatives and agents with such documents and records Affiliates has received notice of the Second Merger Surviving Entity commencement of an audit or other similar proceeding as a result of which Parent reasonably expects, based on any particular stated subject matter of such audit or proceeding (and its Subsidiaries as they may reasonably require, and reasonable access not the taxable period to such personnel which the audit or representatives of the Second Merger Surviving Entity (including but not limited proceeding relates) that a claim pursuant to the individuals responsible for the matters that are subject of the Indemnification Claim NoticeSection 9.2(a)(iii) as they may reasonably require, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Noticewill be made.

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 7.1Sections 9.1 and 9.4, if an Indemnified Party wishes to make an indemnification claim under this Article VIIIX other than with respect to a third-party Action against such Indemnified Party to which such Indemnified Party would reasonably be expected to have a claim for indemnification under this Article IX (an “Indemnifiable Third-Party Claim”), such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such applicable Indemnifying Party directly) (i) stating that an such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates in good faith that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liabilityLosses and, and if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent Such Indemnification Claim Notice shall be delivered to the applicable Indemnifying Party promptly following such time as such Indemnified Party becomes of aware of such Loss; provided, however, that the failure to give such prompt written notice shall not relieve such Indemnifying Party of its indemnification obligations, except and only to the extent that such Indemnifying Party forfeits rights or defenses by reason of such failure. Such Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to change in circumstances following the claim set forth in such Indemnification Claim Noticedate thereof. Following the delivery of an Indemnification Claim Notice, Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Second Merger Surviving Entity and its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the individuals responsible for the matters that are subject of the Indemnification Claim Notice) as they may reasonably require, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice.-42-

Indemnification Claim Procedures. (a) Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates in good faith that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. Following the delivery of an Indemnification Claim Notice, Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Second Merger Surviving Entity Corporation and its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity Corporation (including but not limited to the individuals responsible for the matters that are subject of the Indemnification Claim Notice) as they may reasonably require, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice.