Indemnification Claims Procedures. Any claim by a Party (the “Indemnified Party”) for indemnification pursuant to this Article VI shall be made by a written notice to the other Party (the “Indemnifying Party”) (and in the case of Section 6.01(a), (b) or (c), prior to the applicable Survival Date), describing such claim in reasonable detail, including (to the extent reasonably ascertainable) the amount or estimated amount of Losses, the basis thereof and the provisions of this Agreement upon which such claim for indemnification is made, and including a copy of all materials and claims received with respect to such claim (a “Claims Notice”). In the event an Indemnified Party becomes aware of a claim made by any third party against the Indemnified Party (a “Third Party Claim”), which the Indemnified Party reasonably believes could result in a claim for indemnification pursuant to Section 6.01 or Section 6.02, as applicable, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in a Claims Notice; provided, however, that no failure or delay in the serving of such notice shall in any way relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or delay. Such Claims Notice shall also reasonably summarize, to the extent possible, (i) the basis for the claim for indemnification and any claim or liability being asserted by a third party, (ii) the representation and warranty or covenant or other agreement that is alleged to have been inaccurate or to have been breached and (iii) (to the extent reasonably ascertainable) the aggregate amount of the Losses for which a claim is being made under this Article VI. Following receipt of a Claims Notice with respect to a Third Party Claim, the Indemnifying Party may, at its option, assume the defense of the Third Party Claim and any litigation resulting therefrom with counsel selected by it, subject to the Indemnifying Party undertaking, in a form reasonably acceptable to the Indemnified Party, to indemnify the Indemnified Party and its Related Parties for any Losses arising therefrom (subject to Section 6.05 and the other provisions of this Article VI). In the event the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim; provided that if the named parties to the Third...
Indemnification Claims Procedures. All claims for indemnification by any party seeking indemnification (the "Indemnified Party") from another party (the "Indemnifying Party") under Sections 10.1 and 10.2 shall be asserted and resolved as follows:
Indemnification Claims Procedures. All claims for indemnification by any party seeking indemnification (the "Indemnified Party") from another party (the "Indemnifying Party") under Sections 7.1 or 7.2 shall be asserted and resolved as follows:
Indemnification Claims Procedures. (a) An Indemnified Party may make an indemnification claim pursuant to Section 8.2 by delivering a certificate (an “Officer’s Certificate”) to the Shareholder Representative, with a copy to the Escrow Agent, (i) stating that an Indemnified Party has paid, sustained, suffered or incurred (or reasonably anticipates that it will have to pay, sustain, suffer or incur) Losses, and (ii) specifying in reasonable detail the individual items of Losses included in the aggregate amount of the Losses being claimed, the date each such item was paid, sustained, suffered, incurred or accrued, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. The Escrow Agent shall not be required to make any assessment of the foregoing Officer’s Certificate and shall be able to rely conclusively upon its content.
Indemnification Claims Procedures. 42 --------------------------------- 6.10. Stockholders' Representative.................................................................... 43 ----------------------------
Indemnification Claims Procedures. (a) Promptly following the receipt of notice by the AvantGo Indemnitees of a Third Party Claim which the AvantGo Indemnitees believe may result in a demand for indemnification pursuant to Section 6.3 hereof, AvantGo shall notify the Stockholders of such claim. Promptly following the receipt of notice by the Stockholder Indemnitees of a Third Party Claim which the Stockholder Indemnitees believe may result in a demand for indemnification pursuant to
Indemnification Claims Procedures. 40 Section 10.5. Right of Set-Off . . . . . . . . . . . . . . . . . 42 Section 10.6.
Indemnification Claims Procedures. (a) With respect to Section 7.2(a), an Indemnified Party may make an indemnification claim pursuant to Section 7.2(a) by delivering a certificate (a “Claim Certificate”) to the Representative, with a copy to the Escrow Agent (if and to the extent that the Indemnified Party is seeking recourse against the Escrow Fund), and/or to one or more Company Stockholders (if and to the extent that the Indemnified Party is seeking recourse directly against any such Company Stockholder, (i) stating that an Indemnified Party has paid, suffered, incurred or sustained (or reasonably anticipates that it will have to pay, suffer, incur or sustain) Losses, (ii) specifying in reasonable detail to the extent available the individual items of Losses included in the amount so stated, the date each such item was paid, suffered, incurred or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related, (iii) detailing any numerical calculations used in determining the amount of Losses, and (iv) detailing to what extent, if any, such claim shall include the Unvested Escrow Amount.
Indemnification Claims Procedures. (a) With respect to Section 10.2(a), any Indemnified Party may make an indemnification claim pursuant to Section 10.2(a) by delivering a certificate (a “Claim Certificate”) to Seller, with a copy to the Escrow Agent (if and to the extent that the Indemnified Party is seeking recourse against the Escrow Fund), setting forth in reasonable detail (based on information then readily available to the Indemnified Party) the basis for indemnification and to the extent readily ascertainable, the anticipated Losses.
Indemnification Claims Procedures. 38 10.5 Right of Set-Off. ........................................39 10.6
