Common use of Notice and Determination of Claims Clause in Contracts

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. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person (individually or collectively, the “Claiming Party”) shall deliver a notice describing in reasonable detail the Loss and the method of computation of such Loss, and containing a reference to the provisions of this Agreement in respect of which such Loss has occurred, (a “Claim Notice”) to the Holder Representative (in the case of a Claim Notice delivered by any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee), as applicable (the Sellers or Buyer, as applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, and shall provide the Indemnifying Party with the facts giving rise to such claim for indemnification hereunder and any other information with respect thereto as the Indemnifying Party may reasonably request, in each case only to the extent permitted by Law and then available or

Notice and Determination of Claims. 8.4.1. Each claim for indemnification for any Losses may only be asserted on or prior (a) Subject to the applicable Survival Termination Date; providedlimitations of this Article X, if any CLARCOR Group Member (with respect to Section 10.1) or the Stockholders (with respect to Section 10.2) has paid, incurred or properly accrued or reasonably anticipates that as it will have to pay, incur or accrue any Losses Loss or Expense for which a Claim Notice has been given indemnity is available to such respective party under said Section 10.1 or Section 10.2, as the case may be, such CLARCOR Group Member or the Stockholders, as the case may be (the “Indemnified Person”), shall so notify the parties obligated to provide indemnification to such Indemnified Person (the “Indemnitor”) in accordance with the requirements provisions of this Article VIII on X, promptly in writing and in accordance with Section 12.3 (a “Claim Notice”) describing such Loss or prior to the applicable Survival Termination DateExpense, the indemnification obligation hereunder shall continue until the liability to be satisfiedamount thereof, or if anyunknown, shall have been determined and paid pursuant to this Article VIII. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person (individually or collectivelyreasonable estimate thereof, the “Claiming Party”) shall deliver a notice describing in reasonable detail date each such item was paid, incurred or properly accrued, or the Loss basis for such anticipated liability, and the method of computation of such LossLoss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss has or Expense shall have occurred; provided, (a “Claim Notice”) however, that the omission by the Indemnified Person to give notice as provided herein shall not relieve the Holder Representative (in the case Indemnitor of a Claim Notice delivered by any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee), as applicable (the Sellers or Buyer, as applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, and shall provide the Indemnifying Party with the facts giving rise to such claim for its indemnification hereunder and any other information with respect thereto as the Indemnifying Party may reasonably request, in each case only obligation under this Article X except to the extent permitted that such 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 Law and then available oror 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 X, such Indemnified Person shall promptly notify the Indemnitor of such action or suit as specified in this Section 10.3.

Notice and Determination of Claims. 8.4.1. Each If any Indemnitee believes that it has sustained or incurred any Losses that are recoverable under this Article 10 (a “Claim”), such Indemnitee shall so notify the Indemnitor promptly in writing specifying the basis hereunder upon which the Indemnitee’s claim for indemnification for any Losses may only be is asserted on or prior to and the applicable Survival Termination Date; providedfacts and circumstances concerning such Claim, 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 Datedescribing such Losses, the indemnification obligation hereunder shall continue until amount thereof, or a good faith estimate of the liability to be satisfiedamount, if any, shall have been determined and paid pursuant to this Article VIII. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person (individually or collectively, the “Claiming Party”) shall deliver a notice describing in reasonable detail the Loss and the method of computation of such LossLosses, and containing a reference all with reasonable particularity, in each case to the provisions of this Agreement in respect of which such Loss has occurred, extent known (a the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person shall be entitled under this Article 10 shall be determined: (a) by the written agreement between the Parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Holder Representative (Parties shall agree in the case writing. The judgment or decree of a Claim Notice delivered court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by such Indemnitee. A failure by an Indemnitee to give timely, complete or accurate notice as provided in this Section 10.5 or in Section 10.6 will not affect the rights or obligations of any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee), as applicable (the Sellers or Buyer, as applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, party except and shall provide the Indemnifying Party with the facts giving rise to such claim for indemnification hereunder and any other information with respect thereto as the Indemnifying Party may reasonably request, in each case only to the extent permitted by Law that, as a result of such failure, the party entitled to receive such notice was materially damaged as a result of such failure to give timely notice vis-à-vis its rights and then available orobligations hereunder or otherwise.

Notice and Determination of Claims. 8.4.1. Each claim for Any Indemnified Party seeking indemnification for any Losses may only be asserted on hereunder, whether or prior to not the applicable Survival Termination Date; provided, that as to any Losses for which a Claim Notice Threshold Amount 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 anyexceeded, shall have been determined and paid pursuant to this Article VIII. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person promptly notify in writing (individually or collectively, the “Claiming Party”) shall deliver a notice describing in reasonable detail the Loss and the method of computation of such Loss, and containing a reference to the provisions of this Agreement in respect of which such Loss has occurred, (a “Claim Notice”) to the Holder Representative (in the case of a Claim Notice delivered by any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee)and, as applicable (the Sellers or Buyer, as if applicable, any Principal Stockholders from whom such Indemnified Party is seeking indemnification hereunder (the “Indemnifying Party,” which term shall include all Indemnifying Parties if there is more than one) of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) as promptly as possible after becoming aware with respect to which the Indemnified Party claims indemnification hereunder; provided, however, that the failure of an Indemnified Party to notify the Indemnifying Party of any Claim within the foregoing time period shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article X except to the extent that the Indemnifying Party is prejudiced thereby. Any Claim Notice delivered under this Section 10.6 shall describe in reasonable detail the facts and circumstances on which the asserted indemnification claim is based, specify the amount of such claimindemnification claim if then ascertainable and, if not then ascertainable, the estimated amount thereof, and shall provide specify all of the Indemnifying Party with the facts giving rise to such claim basis for indemnification hereunder and any other information with respect thereto as the Indemnifying Party may reasonably request, in each case only pursuant to the extent permitted by Law and then available orthis Agreement.

Notice and Determination of Claims. 8.4.1. Each claim for An Indemnified Party seeking indemnification for any Losses may only be asserted on hereunder, whether or prior to not the applicable Survival Termination Date; provideddollar amount limitations specified in Section 9.5 have been exceeded, that shall promptly notify the Seller or the Purchaser (as applicable) (sometimes referred 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. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person (individually or collectively, the “Claiming Party”) shall deliver a notice describing in reasonable detail the Loss and the method of computation of such Loss, and containing a reference to the provisions of this Agreement in respect of which such Loss has occurred, (a “Claim Notice”) to the Holder Representative (in the case of a Claim Notice delivered by any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee), IX as applicable (the Sellers or Buyer, as applicable, the “Indemnifying Party”) as promptly as possible after becoming aware in writing (the “Claim Notice”) of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder. Any Claim Notice delivered under this Section 9.4 shall describe in reasonable detail the facts and circumstances on which the asserted indemnification claim is based, specify the amount of such claimindemnification claim if then ascertainable and, if not then ascertainable, the estimated amount thereof, shall specify the basis for indemnification pursuant to this Agreement. After receipt of the Claim Notice, the Indemnified Party and shall provide the Indemnifying Party with shall first attempt to negotiate in good faith a written resolution of such disputed Claim within a period not to exceed sixty (60) days from the facts giving rise to date of receipt of a request for such claim for indemnification hereunder and any other information with respect thereto as negotiation. Such negotiations shall be conducted by officers of each of the Indemnifying Party may reasonably request, in each case only and the Indemnified Party who have authorization to resolve such disputed claim. A failure by the Indemnified Party to deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent permitted by Law that such Indemnifying Party shall have been materially prejudiced thereby and then available orexcept as set forth in Section 9.5(a).

Notice and Determination of Claims. 8.4.1. Each If any Indemnitee believes that it has sustained or incurred any Losses that are indemnifiable under this Article IX (a “Claim”), such Indemnitee shall so notify the Indemnitor promptly in writing specifying the basis hereunder upon which the Indemnitee’s claim for indemnification for any Losses may only be is asserted on or prior to and the applicable Survival Termination Date; providedfacts and circumstances concerning such Claim, 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 Datedescribing such Losses, the indemnification obligation hereunder shall continue until amount thereof, or a good faith estimate of the liability to be satisfiedamount, if any, shall have been determined and paid pursuant to this Article VIII. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person (individually or collectively, the “Claiming Party”) shall deliver a notice describing in reasonable detail the Loss and the method of computation of such LossLosses, and containing a reference all with reasonable particularity, in each case to the provisions of this Agreement in respect of which such Loss has occurred, extent known (a the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under this Article IX shall be determined: (a) by the written agreement between the Parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Holder Representative (Parties shall agree in the case writing. The judgment or decree of a Claim Notice delivered court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by such Indemnitee. A failure by an Indemnitee to give timely, complete or accurate notice as provided in this Section 9.5 or in Section 9.6 will not affect the rights or obligations of any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee), as applicable (the Sellers or Buyer, as applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, Party except and shall provide the Indemnifying Party with the facts giving rise to such claim for indemnification hereunder and any other information with respect thereto as the Indemnifying Party may reasonably request, in each case only to the extent permitted by Law that the Party entitled to receive such notice was materially damaged or prejudiced as a result of such failure to give timely notice vis-à-vis its rights and then available orobligations hereunder or otherwise.

Notice and Determination of Claims. 8.4.1. Each If any Indemnified Party believes that it has sustained or incurred any Damages for which it may be entitled to indemnification, whether or not the applicable dollar limitation specified by Article XI has been exceeded, such Indemnified Party shall so notify the Indemnifying Party promptly in writing (the “Claim Notice”) specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification for any Losses may only be is asserted on and describing such Damages, the amount thereof, if known, or prior a good faith estimate (to the applicable Survival Termination Date; providedextent practicable) of the amount, 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. 8.4.2. If any Buyer Indemnitee or Seller Indemnitee wishes to make a claim for indemnification under this Article VIII, such Person (individually or collectively, the “Claiming Party”) shall deliver a notice describing in reasonable detail the Loss and the method of computation of such LossDamages, and containing all with reasonable particularity. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a reference to person shall be entitled under this Article XI shall be determined in accordance with the provisions set forth in this Section 11.5 and Section 11.6 or: (a) by the written agreement between the parties; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the parties shall agree. For purposes of this Agreement in respect of which such Loss has occurredArticle XI, (a “Claim Notice”) to the Holder Representative (in the case judgment or decree of a Claim Notice delivered court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article XI will not affect the rights or obligations of any Buyer Indemnitee) or to Buyer (in the case of a Claim Notice delivered by any Seller Indemnitee), as applicable (the Sellers or Buyer, as applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, party hereunder except and shall provide the Indemnifying Party with the facts giving rise to such claim for indemnification hereunder and any other information with respect thereto as the Indemnifying Party may reasonably request, in each case only to the extent permitted by Law that, as a result of such failure, any party entitled to receive such notice was materially damaged as a result of such failure to give timely notice vis-à-vis its rights and then available orobligations hereunder or otherwise.