Common use of Notice and Determination of Claims Clause in Contracts

Notice and Determination of Claims. (a) If any Buyer Group Member or any Seller believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member or Seller (the "Indemnified Person"), shall so notify the party or parties required to provide indemnification to such Indemnified Person (the "Indemnitors") 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 and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement or Seller Ancillary Agreement in respect of which such Loss or Expense shall have occurred ("Claim Notice"); provided, however, that the omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitors of their indemnification obligation under this Article VII except to the extent that such omission results in a failure of actual notice to the Indemnitors and such Indemnitors are materially 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 Loss or Expense under this Article VII, such Indemnified Person shall promptly notify the Indemnitors of such action or suit as specified in this Section 7.3.

Notice and Determination of Claims. (a) If any Buyer Group Member or any Seller believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member or Seller (the "Indemnified Person"), shall so notify the party or parties required to provide indemnification to such Indemnified Person (the "Indemnitors") 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 particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement or Seller Ancillary Agreement in respect of which such Loss or Expense shall have occurred ("Claim Notice"); provided, however, that the omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitors of their indemnification obligation under this Article VII except to the extent that such omission results in a failure of actual notice to the Indemnitors and such Indemnitors are materially 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 Loss or Expense under this Article VII, such Indemnified Person shall promptly notify the Indemnitors of such action or suit as specified in this Section 7.3.

Notice and Determination of Claims. (a) If any Buyer Group Member or any Seller believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member or Seller (the "Indemnified Person"), shall so notify the party or parties required obligated to provide ------------------- indemnification to such Indemnified Person (the "IndemnitorsIndemnitor") 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 particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement or Seller Stockholder Ancillary Agreement in respect of which such Loss or Expense shall have occurred ("Claim Notice")occurred; provided, however, that the omission by the -------- ------- Indemnified Person to give notice as provided herein shall not relieve the Indemnitors Indemnitor of their its indemnification obligation under this Article VII X except to the --------- extent that such omission results in a failure of actual notice to the Indemnitors Indemnitor and such Indemnitors are Indemnitor is materially 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 Loss or Expense under this Article VII, such Indemnified Person shall promptly notify the Indemnitors of such action or suit as specified in this Section 7.3.

Notice and Determination of Claims. (a) If any Buyer a Parent Group Member or any a Seller Group Member believes that it has suffered or incurred any Loss or incurred any ExpenseClaim for which indemnity may be sought under this Article VI, such Buyer Parent Group Member or Seller Shareholder Group Member, as the case may be (the "“Indemnified Person"”), shall promptly so notify the party or parties required to provide indemnification to such Indemnified Person (the "Indemnitors"“Claim Notice”) promptly Seller and the Seller Parties or Parent, as the case may be (the “Indemnifying Person”), in writing describing such Loss or ExpenseClaim, the amount thereof, if known, and the method of computation of such Loss or ExpenseClaim, all with reasonable particu­larity particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement or Seller Ancillary Agreement in respect of which such Loss or Expense Claim shall have occurred ("Claim Notice"); provided, however, that the omission occurred. The failure by the Indemnified Person to promptly give notice as provided herein shall not relieve the Indemnitors of their any indemnification obligation under this Article VII VI except to the extent that such omission results in a failure of actual notice to the Indemnitors Indemnifying Person is materially and such Indemnitors are materially 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 Loss or Expense a Claim under this Article VIIVI, such Indemnified Person shall promptly notify the Indemnitors Indemnifying Person in writing of such action or suit as specified in this Section 7.36.3. The Indemnified Person shall use reasonable efforts to minimize any Claim for which indemnification is sought hereunder.

Notice and Determination of Claims. (a) If any Buyer a Parent Group Member or any Seller a Sole Shareholder Group Member believes that it has suffered or incurred any Loss or incurred any Expensefor which indemnity may be sought under this Article VI, such Buyer Parent Group Member or Seller Shareholder Group Member, as the case may be (the "“Indemnified Person"”), shall promptly so notify the party or parties required to provide indemnification to such Indemnified Person (the "Indemnitors"“Claim Notice”) promptly the Sole Shareholder or Parent, as the case may be (the “Indemnifying Person”), in writing describing such Loss or ExpenseLoss, the amount thereof, if known, and the method of computation of such Loss or ExpenseLoss, all with reasonable particu­larity particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement or Seller Ancillary Agreement in respect of which such Loss or Expense shall have occurred ("Claim Notice"); provided, however, that the omission occurred. The failure by the Indemnified Person to promptly give notice as provided herein shall not relieve the Indemnitors of their any indemnification obligation under this Article VII VI except to the extent that such omission results in a failure of actual notice to the Indemnitors Indemnifying Person is materially and such Indemnitors are materially directly damaged as a result of such failure to give notice. If any action at law 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 or Expense under this Article VIIVI, such Indemnified Person shall promptly notify the Indemnitors Indemnifying Person in writing of such action or suit as specified in this Section 7.36.3. The Indemnified Person shall use reasonable efforts to minimize any Loss for which indemnification is sought hereunder.