Common use of Inter-Party Claims Clause in Contracts

Inter-Party Claims. In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 7, the Indemnified Party will notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and the basis of such claim; provided, however, that failure to give such notification will not affect the indemnification provided under this Agreement, except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase). If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with the dispute resolutions terms of this Agreement.

Inter-Party Claims. In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant provided for under this Agreement, other than with respect to this Article 7a claim relating to Taxes (including a claim for breach of a representation contained in Section 4.08) which shall be governed by the notice provisions of Section 10.01(g), (such party the Indemnified “Claiming Party”), such Claiming Party will must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing as promptly as reasonably practicable after receiving actual knowledge of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and in reasonable detail the basis of such claim; provided, however, that failure to give such notification will shall not affect the indemnification provided under this Agreement, hereunder except to the extent the Indemnifying Defending Party will shall have been actually and materially prejudiced as a result of such failure, or failure and the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase)failure. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party will shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with shall, subject to the dispute resolutions terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction.

Inter-Party Claims. In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 7, the Indemnified Party will notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and the basis of such claim; provided, however, that failure to give such notification will not affect the indemnification provided under this Agreement, except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase), or such claims notice was delivered after the expiration of the applicable survival period. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with the dispute resolutions terms of this Agreement.

Inter-Party Claims. In order for a Buyer Purchaser Indemnified Party or a Seller Indemnified Party Participating Holder (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 7hereunder, the Indemnified Party will must notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the occurrence becoming aware of the event facts or circumstances giving rise to such the Indemnified Party’s claim for indemnificationindemnification but on or prior to the expiration date of such representation, specifying the amount thereof (if known and quantifiable) and warranty, covenant or indemnification obligation as provided elsewhere in this Agreement, which written notice shall specify in reasonable detail the basis of such claimclaim (to the extent then ascertainable); provided, however, that failure to give such notification will shall not affect the indemnification provided under this Agreement, hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure, failure or the its indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase)failure. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party will shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will shall be resolved in accordance with the dispute resolutions terms of this Agreement.

Inter-Party Claims. In order for a Buyer A Parent Indemnified Party or shall notify the Representative and a Seller Shareholder Indemnified Party shall notify Parent (each, each such Parent Indemnified Party and Shareholder Indemnified Party referred to herein as an “Indemnified Party”) , and the Representative, in its capacity as the Representative of the Shareholders’ interest in the Escrow Amounts, and the Parent Indemnifying Parties referred to be entitled to any indemnification pursuant to this Article 7, the Indemnified Party will notify the other Party or Parties from whom such indemnification is sought (herein as the “Indemnifying Party”) in writing promptly after of the occurrence of the an event giving rise to such Indemnified Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and the basis of such claim; provided, however, that failure to give such notification will shall not affect the indemnification provided under this Agreement, hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure, or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase). If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party will shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will shall be resolved in accordance with the dispute resolutions terms of this Agreement.

Inter-Party Claims. In order for a Buyer Indemnified Party Parent Indemnitee or a Seller Indemnified Party (each, an “Indemnified Party”) Holder Indemnitee to be entitled to seek any indemnification pursuant to provided for under this Article 7Agreement (such party, the Indemnified “Claiming Party”), such Claiming Party will must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and in reasonable detail the basis of such claim; provided, however, that failure to give such notification will not affect the indemnification provided under this Agreement, hereunder except to the extent the Indemnifying Defending Party will have been actually and is materially prejudiced as a result of such failure, failure or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase)failure. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with will, subject to the dispute resolutions terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses it has suffered.

Inter-Party Claims. In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant to provided for under this Article 7Agreement (such party, the Indemnified “Claiming Party”), such Claiming Party will must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying the amount thereof (if known and quantifiable) and in reasonable detail the basis of such claim; provided, however, provided that failure to give such notification will not affect the indemnification provided under this Agreement, hereunder except to the extent the Indemnifying Defending Party will have been actually and materially prejudiced as a result of such failure, failure or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which casefailure. The Claiming Party will thereupon give the Defending Party reasonable access during normal business hours to the books, records and assets of the Indemnifying Party’s obligations will only be reduced Claiming Party to the extent of relevant to such material increase)claim. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with will, subject to the dispute resolutions terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses suffered by it.

Inter-Party Claims. In order for a Buyer Indemnified Party Parent Indemnitee or a Seller Indemnified Party (each, an “Indemnified Party”) Holder Indemnitee to be entitled to seek any indemnification pursuant to provided for under this Article 7Agreement (such party, the Indemnified “Claiming Party”), such Claiming Party will must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis and, if available, the amount thereof (if known and quantifiable) and the basis of Loss with respect to, such claim; provided, however, that failure to give such notification will shall not affect the indemnification provided under this Agreement, hereunder except to the extent the Indemnifying Defending Party will have been actually and is materially prejudiced as a result of such failure, failure or the indemnification obligations of the Indemnifying Party are materially increased as a result of such failure (in which case, the Indemnifying Party’s obligations will only be reduced to the extent of such material increase)failure. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party will shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with shall, subject to the dispute resolutions terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. The Claiming Party shall have the burden of proof in establishing the amount of Losses it has suffered.