Common use of Indemnification Notice; Litigation Notice Clause in Contracts

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expense, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VII, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit describing such loss or expense, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or failure to provide, the Litigation Notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE VII, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice to the Seller Representative or the Purchaser, as the case may be.

Indemnification Notice; Litigation Notice. (a) If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity LossLoss for which it is entitled to indemnification pursuant to ‎Section ‎6.01 or ‎Section ‎6.02 (such party, it the “Claimant”), such Claimant shall so notify notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which the such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) promptly in writing and (y) describing such loss or expenseIndemnity Loss in reasonable detail, including the amount thereof, if knownknown (or estimated amount as necessary) (such written notice, and the method of computation of such loss or expense, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VII‎Article VI (a “Third Party Claim”), it such Claimant shall promptly notify the Indemnifying Party in writing of such action, matter or suit Third Party Claim describing such loss or expenseIndemnity Loss in reasonable detail, including the amount thereof, if knownknown (or estimated amount as necessary) (such written notice, and the method of computation of such loss or expense, all with reasonable particularity (the a “Litigation Notice”) ). For the avoidance of doubt, in lieu of the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. The delay in providing, or failure to provideNotwithstanding the foregoing, the Litigation Notice shall not release failure or delay to notifying the Indemnifying Party from of any of its Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s obligations under this ARTICLE VIIhereunder, except to the extent that the Indemnifying Party is actually demonstrates that it was materially and materially adversely prejudiced thereby. A claim under this ARTICLE VII may be made by notice to the Seller Representative or the Purchaser, as the case may be.

Indemnification Notice; Litigation Notice. If a party Party entitled to indemnity indemnification pursuant to Sections 7.01 Section 8.02 or 7.02 Section 8.03 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss, it shall so notify notify, as the case may be, (a) Buyer, in the event the Claimant is a Seller Indemnified Party, or (b) Seller, in the event the Claimant is a Buyer Indemnified Party, promptly in writing (x) identifying the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing and (y) describing the basis for such loss or expenseLoss, and the amount thereof, if knownin each case, and the method of computation of such loss or expense, all with reasonable particularity to the extent known to the Claimant (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party Person with respect to which the Claimant intends to claim any Liability liability or expense as an Indemnity Loss under this ARTICLE VIIArticle VIII (a “Third Party Claim”), it such Claimant shall promptly notify the Indemnifying Party in writing of such actionThird Party Claim, matter or suit describing such loss or expensethe basis for the Loss, and the amount thereof, if knownin each case, and the method of computation of such loss or expense, all with reasonable particularity to the extent known to the Claimant (the “Litigation Notice”) in lieu of an Indemnification Notice. The Any delay in providing, by Claimant to deliver an Indemnification Notice or failure to provide, the Litigation Notice shall not release diminish the Indemnifying Party from any Claimant’s rights to indemnification pursuant to the terms of its obligations under this ARTICLE VIIAgreement, except to the extent that the Indemnifying Party is actually and materially prejudiced therebyby such delay or such delay increases the liability or expense to the Indemnifying Party. A In the event any Indemnifying Party receives notice of a claim for indemnity from an Indemnified Party pursuant to this Section 8.05 that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Indemnified Party under this ARTICLE VII may be made Article VIII. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in determining the validity of any such claim for indemnity by notice to the Seller Representative or the Purchaser, as the case may beIndemnified Party.

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 8.01 or 7.02 8.02 (the “Claimant”) believes receives notice or otherwise obtains knowledge that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expenseIndemnity Loss in reasonable detail, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VIIArticle VIII, it Claimant shall promptly notify the Indemnifying Party in writing of such action, matter or suit promptly after the same is commenced, describing such loss or expenseIndemnity Loss, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providingNotwithstanding the foregoing, or the failure to provide, promptly deliver the Indemnification Notice or the Litigation Notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE VII, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice to the Seller Representative or the PurchaserNotice, as the case may be, shall not affect the indemnification obligations under this Article VIII except to the extent the Indemnifying Party is prejudiced or injured thereby, but in any event, the Claimant shall deliver such notice prior to the last day of the survival period for a representation, warranty, covenant or agreement that is the subject of that claim or such claim shall be forever barred. If claims for breaches of representations, warranties, covenants and agreements are timely asserted prior to the end of such survival period, then the applicable representation, warranty, covenant or agreement with respect to which such claim is based shall survive solely for the purposes of such claim after such survival period until the final resolution of such claim.

Indemnification Notice; Litigation Notice. (a) If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity LossLoss for which it is entitled to indemnification pursuant to ‎Section 6.01 or ‎Section 6.02 (such party, it the “Claimant”), such Claimant shall so notify notify, as the case may be, (i) the Purchaser, in the event such Claimant is a Seller Indemnified Party, or (ii) the Seller Representative, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which the such Claimant believes has or have an obligation to indemnify (the “Indemnifying Party”) promptly in writing and (y) describing such loss or expenseIndemnity Loss in reasonable detail, including the amount thereof, if knownknown (or estimated amount as necessary) (such written notice, and the method of computation of such loss or expense, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party against the Claimant with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VII‎Article VI (a “Third Party Claim”), it such Claimant shall promptly notify the Indemnifying Party in writing of such action, matter or suit Third Party Claim describing such loss or expenseIndemnity Loss in reasonable detail, including the amount thereof, if knownknown (or estimated amount as necessary) (such written notice, and the method of computation of such loss or expense, all with reasonable particularity (the a “Litigation Notice”) ). For the avoidance of doubt, in lieu of the event that a Third Party Claim arises prior to the time an Indemnification Notice is issued by a Claimant, the Indemnification Notice and Litigation Notice may be combined into a single notice so long as such notice contains the information required in both an Indemnification Notice and a Litigation Notice. The delay in providing, or failure to provideNotwithstanding the foregoing, the Litigation Notice shall not release failure or delay to notifying the Indemnifying Party from of any of its Indemnity Loss or Third Party Claim shall not affect the Claimant’s rights or the Indemnifying Party’s obligations under this ARTICLE VIIhereunder, except to the extent that the Indemnifying Party is actually demonstrates that it was materially and materially adversely prejudiced thereby. A claim under this ARTICLE VII may be made by notice to the Seller Representative or the Purchaser, as the case may be.

Indemnification Notice; Litigation Notice. If a party believes that it is entitled to indemnity indemnification pursuant to Sections 7.01 Section ‎9.1 or 7.02 Section 9.2 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss), it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expense, indemnification obligation and any Loss related thereto in reasonable detail and the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity which shall, the case of Section ‎9.1(b), include the amount of Closing Holdback Stock to which the Loss equates (the “Indemnification Notice”); provided that any Indemnification Notice originating from Company only need to be delivered to Sellers’ Representatives on behalf of Sellers. If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ARTICLE VIIArticle 9, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Proceeding describing such loss or expenseLoss, the amount thereof, if known, and the method of computation of such loss or expenseLoss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or failure to provide, the ; provided that any Litigation Notice originating from Company only need to be delivered to Sellers’ Representatives on behalf of Sellers. No failure or delay by the Claimant with respect to an Indemnification Notice or a Litigation Notice in the performance of the foregoing shall not release reduce or otherwise affect the Indemnifying Party from any of its indemnification or reimbursement obligations under this ARTICLE VIIhereunder, except and only to the extent that such failure or delay shall have adversely affected the Indemnifying Party Party’s ability to defend against, settle or satisfy any Loss for which the indemnified party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice entitled to the Seller Representative indemnification or the Purchaser, as the case may bereimbursement hereunder.

Indemnification Notice; Litigation Notice. If a party believes that it is entitled to indemnity indemnification pursuant to Sections 7.01 Section 6.1(a) or 7.02 Section 6.1(b) (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss), it shall so notify the party Party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expense, indemnification obligation and any Loss related thereto in reasonable detail and the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the “Indemnification Notice”); provided that any Indemnification Notice originating from Parent or Merger Sub only need to be delivered to the Stockholders’ Representative. If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ARTICLE VIIVI, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Proceeding describing such loss or expenseLoss, the amount thereof, if known, and the method of computation of such loss or expenseLoss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or failure to provide, the ; provided that any Litigation Notice originating from Parent or Merger Sub only need to be delivered to the Stockholders’ Representative. No failure or delay by the Claimant with respect to an Indemnification Notice or a Litigation Notice in the performance of the foregoing shall not release reduce or otherwise affect the Indemnifying Party from any of its indemnification or reimbursement obligations under this ARTICLE VIIhereunder, except and only to the extent that such failure or delay shall have adversely affected the Indemnifying Party Party’s ability to defend against, settle or satisfy any Loss for which the indemnified party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice entitled to the Seller Representative indemnification or the Purchaser, as the case may bereimbursement hereunder.

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity LossLoss to which it is entitled to indemnification pursuant to Sections 6.01 or 6.02 (the “Claimant”), it such Claimant shall so notify notify, as the case may be, (a) Purchaser, in the event such Claimant is a Seller Indemnified Party, or (b) the Sellers, in the event such Claimant is a Purchaser Indemnified Party, promptly in writing (x) identifying the party or parties which the such Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing and (y) describing such loss or expenseIndemnity Loss, including the amount thereof, if known, and the method of computation of in such loss or expense, all with reasonable particularity detail as is reasonably practicable (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VIIArticle VI (a “Third-Party Claim”), it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Third-Party Claim describing such loss or expense, Indemnity Loss and the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity detail (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or To the extent failure to provide, the Litigation Notice shall not release promptly notify the Indemnifying Party from any of its obligations under this ARTICLE VIIsuch action or suit materially increases the Liability or expense to the Claimant or otherwise materially prejudices the Claimant, except the Indemnifying Party shall not be obligated to reimburse the Claimant for the amount of such increase in liability or expense or to the extent that the Indemnifying Party such claim is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice to the Seller Representative or the Purchaser, as the case may bea result thereof.

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) Party believes that it has suffered or incurred any Indemnity LossLoss to which it is entitled to indemnification pursuant to Sections 8.1 or 8.3 (such Party, it the “Claimant”), subject to the survival periods in Section 8.7 and the other indemnity limitations in this Article VIII, the Claimant shall so notify notify, as the case may be, (a) Parent in the event the Claimant is a Member Indemnified Party, or (b) Members’ Representative, in the event the Claimant is a Parent Indemnified Party, promptly‎ (but in any event within thirty (30) calendar days of becoming aware of such Indemnity Loss)‎ in writing (x) identifying the party or parties which the Claimant believes has an obligation to indemnify Claimant (the “Indemnifying Party”) promptly in writing and (y) describing such loss or expenseIndemnity Loss and the provisions under this Agreement on which such claim is based ‎‎(subject to and taking into account the limitations in this Article VIII)‎, including the amount thereof, if known, and the method of computation of in such loss or expensedetail as is reasonably practicable, all with reasonable particularity including any documentation reasonably related to such Indemnity Loss (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VIIArticle VIII (a “Third-Party Claim”), it shall promptly notify ‎(but in any event within thirty (30) calendar days of becoming aware of such Indemnity Loss) ‎notify the Indemnifying Party in writing of such action, matter or suit Third-Party Claim describing such loss or expense, Indemnity Loss‎ (subject to the limitations in this Article VIII) ‎and the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity detail‎, including any documentation reasonably related to such Indemnity Loss‎‎ and the provisions under this Agreement on which such claim is based (the “Litigation Notice”) in lieu of an Indemnification Notice. The For the avoidance of doubt, no failure or delay in providing, providing an Indemnification Notice or failure to provide, the Litigation Notice shall not release relieve the Indemnifying Party from of any of its obligations under this ARTICLE VII, liability hereunder (except to the extent that the Indemnifying Party is actually and materially prejudiced has suffered actual prejudice thereby. A claim under this ARTICLE VII may be made by notice to the Seller Representative or the Purchaser, as the case may be).

Indemnification Notice; Litigation Notice. If a party believes that it is entitled to indemnity indemnification pursuant to Sections 7.01 Section 7.1(a) or 7.02 Section 7.1(b) (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss), it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expense, indemnification obligation and any Loss related thereto in reasonable detail and the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the “Indemnification Notice”); provided that any Indemnification Notice originating from Purchaser only need to be delivered to Sellers’ Representative on behalf of Sellers. If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ARTICLE VII, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Proceeding describing such loss or expenseLoss, the amount thereof, if known, and the method of computation of such loss or expenseLoss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or failure to provide, the ; provided that any Litigation Notice originating from Purchaser only need to be delivered to Sellers’ Representative on behalf of Sellers. No failure or delay by the Claimant with respect to an Indemnification Notice or a Litigation Notice in the performance of the foregoing shall not release reduce or otherwise affect the Indemnifying Party from any of its indemnification or reimbursement obligations under this ARTICLE VIIhereunder, except and only to the extent that such failure or delay shall have adversely affected the Indemnifying Party Party’s ability to defend against, settle or satisfy any Loss for which the indemnified party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice entitled to the Seller Representative indemnification or the Purchaser, as the case may bereimbursement hereunder.

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expenseIndemnity Loss in reasonable detail, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE Article VII, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit describing such loss or expenseIndemnity Loss, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or To the extent failure to provide, the Litigation Notice shall not release promptly notify the Indemnifying Party from any of its obligations under this ARTICLE VII, except such action or suit after the Claimant obtains knowledge thereof can reasonably be deemed to increase the Liability or expense to the extent that Claimant, the Indemnifying Party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may shall not be made by notice obligated to reimburse the Seller Representative Claimant for the amount of such increase in liability or the Purchaser, as the case may beexpense.

Indemnification Notice; Litigation Notice. If Subject to the provisions of Section 7.08, if a party entitled to indemnity pursuant to Sections Section 7.01 or 7.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expenseIndemnity Loss in reasonable detail, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Indemnification Notice”). If Subject to the provisions of Section 7.08, if any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VII, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Proceeding describing such loss or expenseIndemnity Loss, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or failure to provide, the timely give an Indemnification Notice or Litigation Notice shall not release affect the Indemnifying Party from any rights of its obligations under this ARTICLE VII, a claimant except to the extent that failure to promptly notify the Indemnifying Party is actually of such Proceeding can reasonably be deemed to increase the Liability or expense to the Claimant the Indemnifying Party shall not be obligated to reimburse the Claimant for the amount of such increase in liability or expense. For the avoidance of doubt, the parties hereto agree that the Indenture Trustee and materially prejudiced thereby. A claim the Series Administrator shall have the rights and remedies under this ARTICLE VII may be made by notice to act as Claimants on behalf of the Seller Representative or the Asset Purchaser, as and to enforce any indemnities of the case may beTrust, on behalf of the Securityholders.

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 or 7.02 this Agreement (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expenseIndemnity Loss, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party (a “Third Person Claim”) with respect to which the Claimant intends to claim any Liability or expense as an Indemnity Loss under this ARTICLE VIIArticle 8, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Proceeding describing such loss or expenseIndemnity Loss, the amount thereof, if known, and the method of computation of such loss or expenseIndemnity Loss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The delay in providing, or To the extent failure to provide, the Litigation Notice shall not release promptly notify the Indemnifying Party from any of its obligations under this ARTICLE VII, except such action or suit can reasonably be deemed to increase the Liability or expense to the extent that Claimant, the Indemnifying Party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may shall not be made by notice obligated to reimburse the Seller Representative Claimant for the amount of such increase in Liability or the Purchaser, as the case may beexpense.

Indemnification Notice; Litigation Notice. If a party entitled to indemnity pursuant to Sections 7.01 Section 6.1(a) or 7.02 Section 6.1(b) (the “Claimant”) believes has actual knowledge that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expenseLoss in reasonable detail, the amount thereof, if known, and the method of computation of such loss or expenseLoss, all with reasonable particularity (the “Indemnification Notice”). If any action at Law, suit in equity, arbitration or administrative action Proceeding is instituted by or against a third party with respect to which the Claimant intends to claim any Liability or expense as an Indemnity a Loss under this ARTICLE VIIVI, it shall promptly notify the Indemnifying Party in writing of such action, matter or suit Proceeding describing such loss or expenseLoss, the amount thereof, if known, and the method of computation of such loss or expenseLoss, all with reasonable particularity (the “Litigation Notice”) in lieu of an Indemnification Notice. The No failure or delay in providing, by the Claimant with respect to an Indemnification Notice or failure to provide, the a Litigation Notice in the performance of the foregoing shall not release reduce or otherwise affect the Indemnifying Party from any of its indemnification or reimbursement obligations under this ARTICLE VIIhereunder, except and only to the extent that such failure or delay shall have adversely affected the Indemnifying Party Party’s ability to defend against, settle or satisfy any Loss for which the indemnified party is actually and materially prejudiced thereby. A claim under this ARTICLE VII may be made by notice entitled to the Seller Representative indemnification or the Purchaser, as the case may bereimbursement hereunder.