Common use of Notice and Determination of Claims Clause in Contracts

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. If any Indemnified Party believes that it has sustained or incurred any Damages for which it may be entitled to indemnification hereunderindemnification, whether or not the applicable dollar limitation specified by Article X in Section 9.3 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 statement that the amountamount is unknown, and the method of computation of such Damages, all with reasonable particularityspecificity. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person will be entitled under this Article X IX will be determined (a) by the written agreement between Purchaser Representative and Seller Representative; (b) by a Final Determination Determination; or (c) by any other means to which Purchaser Representative and Seller may agree in writingRepresentative will agree. 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 IX will not affect the rights or obligations of any Party party hereunder except to the extent that, as a result of such failure, any Party 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. If any Indemnified Party believes that it has sustained or incurred any Damages Losses for which it may be entitled to indemnification hereunder, whether or not the applicable dollar limitation specified by Article X has been exceededindemnification, such Indemnified Party will shall so notify the Indemnifying Party promptly promptly, and in any case (other than with respect to a Third Party Claim) within 30 days of the Indemnified Party becoming aware that such Losses have been sustained or incurred, in writing (each, a the “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 particularityLosses being claimed. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person will person shall be entitled under this Article X will 9 shall be determined determined: (a) by the written agreement between the parties; (b) by a Final Determination final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which Purchaser and Seller may the parties shall agree in writing. The Indemnified Party will judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have the burden of proof in establishing the amount of Damages suffered by such Personexpired 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 X 9 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party 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 otherwisehereunder.

Notice and Determination of Claims. If any Indemnified Party Person entitled to indemnification hereunder (the “Indemnitee”) believes that it has sustained or incurred any Damages for which it may be entitled to indemnification hereunder, whether or not the applicable dollar limitation specified by Losses that are recoverable under this Article X has been exceeded(a “Claim”), such Indemnified Party will Indemnitee shall so notify the Indemnifying Party obligated to provide such indemnification (the “Indemnitor”) promptly in writing (each, a “Claim Notice”), specifying the basis hereunder upon which the Indemnified PartyIndemnitee’s claim for indemnification is asserted and the facts and circumstances concerning such Claim, describing such DamagesLosses, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such DamagesLosses, all with reasonable particularity, in each case to the extent known (the “Claim Notice”). After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person will person shall be entitled under this Article X will shall be determined determined: (a) by the written agreement between the Parties; (b) by a Final Determination final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which Purchaser and Seller may the Parties shall agree in writing. The Indemnified Party will judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have the burden of proof in establishing the amount of Damages suffered by such Personexpired and no appeal shall have been taken or when all appeals taken shall have been finally determined. A failure by an Indemnified Party Indemnitee to give timely, complete or accurate timely notice as provided in this Article X Section 10.5 or in Section 10.6 will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any 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 obligations hereunder or otherwise.