Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers.
Notice and Determination of Claims. If any Indemnified Party believes that it has incurred any Damages for which it may be entitled to indemnification hereunder, whether or not the applicable dollar limitation specified by Article X has been exceeded, such Indemnified Party will so notify the Indemnifying Party promptly in writing (each, a “Claim Notice”), specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted and describing such Damages, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Damages, all with reasonable particularity. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person will be entitled under this Article X will be determined by a Final Determination or by any other means to which Purchaser and Seller may agree in writing. The Indemnified Party will have the burden of proof in establishing the amount of Damages suffered by such Person. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article X will not affect the rights or obligations of any Party hereunder except to the extent that, as a result of such failure, any Party entitled to receive such notice was damaged or prejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise.
Notice and Determination of Claims. (a) If any Parent Group Member wishes to make a claim for indemnification from the Indemnity Fund, such Parent Group Member (individually or collectively the "Claiming Party") shall so notify the Indemnity Agent in writing (the "Claim Notice") of the facts giving rise to such claim for indemnification hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known) such Losses or Expenses and the method of computation of such Losses or Expenses and contain a reference to the provisions of this Agreement in respect of which such Loss or Expense shall have occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. Subject to Section 11.4(b), the Indemnity Agent shall, on the twentieth (20th) business day after receipt of a Claim Notice with respect to indemnification for a specified amount, pay or deliver to Parent, for its account or the account of each Parent Group Member named in the Claim Notice the Indemnity Fund or the portion thereof specified in the Claim Notice. Payment shall be delivered as specified in the Claim Notice.
Notice and Determination of Claims. 8.4.1. Each claim for indemnification for any Losses may only be asserted on or prior to the applicable Survival Termination Date; provided, that as to any Losses for which a Claim Notice has been given in accordance with the requirements of this Article VIII on or prior to the applicable Survival Termination Date, the indemnification obligation hereunder shall continue until the liability to be satisfied, if any, shall have been determined and paid pursuant to this Article VIII.
Notice and Determination of Claims. (a) If any Buyer Group Member believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member (the "Indemnified Person"), shall so notify the parties obligated to provide ------------------- indemnification to such Indemnified Person (the "Indemnitor") promptly in ---------- writing (the "Claim Notice") describing such Loss or Expense, the amount ------------ thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Company Ancillary Agreement or Stockholder Ancillary Agreement in respect of which such Loss or Expense shall have occurred; provided, however, that the omission by the -------- ------- Indemnified Person to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Article X except to the --------- extent that such omission results in a failure of actual notice to the Indemnitor and such Indemnitor is materially damaged as a result of such failure to give notice.
Notice and Determination of Claims. (a) Any Buyer Group Member, as one Party, or Seller, as the other Party, as applicable (the “Indemnified Party”), seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the action or suit is commenced and governed under Section 9.4; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure.
Notice and Determination of Claims. (a) If a Parent Group Member or a Sole Shareholder Group Member believes that it has suffered or incurred any Loss for which indemnity may be sought under this Article VI, such Parent Group Member or Shareholder Group Member, as the case may be (the “Indemnified Person”), shall promptly so notify (the “Claim Notice”) the Sole Shareholder or Parent, as the case may be (the “Indemnifying Person”), in writing describing such Loss, the amount thereof, if known, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. The failure by the Indemnified Person to promptly give notice as provided herein shall not relieve any indemnification obligation under this Article VI except to the extent that the Indemnifying Person is materially and directly damaged as a result of such failure to give notice. If any action at Law or suit in equity is instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as a Loss under this Article VI, such Indemnified Person shall promptly notify the Indemnifying Person in writing of such action or suit as specified in this Section 6.3. The Indemnified Person shall use reasonable efforts to minimize any Loss for which indemnification is sought hereunder.
Notice and Determination of Claims. (a) The party which is entitled to indemnification hereunder (the “Indemnified Person”) may make claims for indemnification hereunder by promptly giving written notice thereof to the party required to indemnify (the “Indemnitor”) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party (the “Third Person Claim”), the Indemnified Person shall also give written notice thereof to the Indemnitor promptly after it receives notice of the claim or liability being asserted, but the failure to do so, or any delay in doing so, shall not relieve the Indemnitor of its indemnification obligation under this Article VIII, unless, and then only to the extent that, the rights and remedies of the Indemnitor are prejudiced as a result of the failure to give, or delay in giving, such notice. Such notice shall in good faith summarize the bases for the claim for indemnification (the “Claim Notice”) describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement, any certificate or other agreement delivered pursuant hereto in respect of which such Loss or Expense shall have occurred.
Notice and Determination of Claims. (a) If Parent or the Surviving Corporation wishes to make a claim for indemnification to be satisfied from the Escrow Fund, such party (individually or collectively, the "CLAIMING PARTY") shall so notify the Escrow Agent in writing (the "CLAIM NOTICE") of the claim for indemnification hereunder. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Stockholder Representative.
Notice and Determination of Claims. (a) If any Indemnified Party wishes to make a claim for indemnification pursuant to this Article X, such Indemnified Party (individually or collectively, the “Claiming Party”) shall so notify the Stockholder Representative and (if the Claiming Party is not the Parent) the Parent in writing (the “Claim Notice”). The Claim Notice shall set forth in reasonable detail (i) the facts and circumstances giving rise to such claim for indemnification, including the section(s) reference of this Article X pursuant to which the Damages claim arose, (ii) the nature of the Damage incurred or expected to be incurred, and (iii) the amount of Damages actually incurred, to the extent then known (the “Known Claimed Amount”) and, to the extent the Damages have not yet been incurred or are not yet known or quantifiable, an estimate of the amount of Damages that could reasonably be expected to be incurred (the “Estimated Claimed Amount” and, together with the Known Claimed Amount, the “Claimed Amount”).
