Notice and Satisfaction of Indemnification Claims. Indemnification claims against the Shareholders shall be satisfied first by set-off against the Escrow Fund, prior to being satisfied out of any other funds of the Shareholders. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of the claim and the facts on which the claim is based (including evidence supporting the amount of the claim) or, in the case of claims to be satisfied out of the Escrow Fund, any other notice that is required by the Escrow Agreement. For purposes of this Article VII, notice of an indemnification claim shall be deemed to cover claims arising out of or in connection with all related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnitee complies with Section 7.03. Indemnification claims (other than those satisfied out of the Escrow Fund) shall be paid within 30 days after the Indemnitor’s receipt of the notice described in this Section 7.04 (including the required evidence of the amount of the claim). Evidence of (a) the amount of the claims for which the Indemnitee seeks indemnificatioin, and
Notice and Satisfaction of Indemnification Claims. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of the claim and the facts on which the claim is based (including evidence supporting the amount of the claim). For purposes of this Article VII, notice of an indemnification claim shall be deemed to cover claims arising out of or in connection with all related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnitee complies with Section 7.4.
Notice and Satisfaction of Indemnification Claims. Indemnification claims against Indemnifying Stockholders shall be satisfied first by set-off against the Indemnity Holdback Fund. In the event that the amount of such claims exceeds, or is not paid and satisfied in full from, the Indemnity Holdback Fund, the Parent Indemnified Party may seek indemnification directly from the Indemnifying Stockholders on a several and not joint basis in accordance with their respective Pro Rata Portions; provided, however, that except for claims for breaches or inaccuracies of Fundamental Representations, in no event shall the aggregate liability of the Indemnifying Stockholders under Section 7.2(a) exceed an amount equal to $6,000,000 (the “Representation and Warranty Limitation”); provided further however, that no Indemnifying Stockholder shall be liable to the Parent Indemnified Parties under this Article VII for Losses in excess of an amount equal to the value of the Per Share Merger Consideration (with the BHVN Common Shares comprising the Per Share Merger Consideration valued at the Market Value Per Share) actually received by such Indemnifying Stockholder. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been given written notice of the claim by the Indemnified Party. Such notice by the Indemnified Party shall describe the claim in reasonable detail, shall include copies of all material written evidence thereof in the Indemnified Party’s reasonable possession and shall indicate the estimated amount, if known or reasonably capable of calculation based on the facts then known by the Indemnified Party, of the Loss that has been or may reasonably be expected to be sustained by the Indemnified Party. For purposes of this Article VII, notice of an indemnification claim shall be deemed to cover claims arising out of or in connection with all related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnified Party complies with Section 7.4. Any of the Indemnifying Stockholders may satisfy indemnification claims under this Article VII by return to Parent of BHVN Common Shares (each such share will be valued at the closing price of BHVN Common stock on the trading day immediately prior to Parent’s receipt of such shares). Notwithstanding anything in this Agreement to the contrary, with respect to any indemnification claim under Section 7.2, without limitation of the foregoing cap amounts, the Indemnifying Stockholders shall only bear the Non...
Notice and Satisfaction of Indemnification Claims. No indemnification claim will be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of such claim and the facts on which such claim is based. For purposes of Section 6.03, notice of an indemnification claim will be deemed to cover claims arising out of all related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnitee complies with Section 6.03. If the Indemnitee is not Buyer or Seller, then such notice will be given on behalf of such Indemnitee by Buyer or Seller, as applicable. Indemnification claims will be paid within 30 days after the Indemnitor's receipt of such notice and such evidence of the amount of such claim and the Indemnitor's liability therefor as the Indemnitor may reasonably request.
Notice and Satisfaction of Indemnification Claims. Indemnification claims against Seller Parties may, at Buyer's option, be satisfied by set-off against any amounts due to Seller or any Member as earn-out amounts under Section 1.04(e). No indemnification claim will be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of Losses related to such claim and the facts on which such claim is based (a "Claim Notice"). For purposes of Section 8.06, notice of an indemnification claim will be deemed to cover claims arising out of all related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnitee complies with Section 8.05. If the Indemnitee is not Buyer or a Seller Party, then such notice will be given on behalf of such Indemnitee by Buyer or Seller Parties, as applicable. Indemnification claims (other than those satisfied by set-off) will be paid within 30 days after the Indemnitor's receipt of such notice and such evidence of the amount of such claim and the Indemnitor's liability therefor as the Indemnitor may reasonably request.
Notice and Satisfaction of Indemnification Claims. Indemnification claims against the Company Parties shall be satisfied out of the Escrow Fund, or by set-off against any amounts due to Shareholders under Section 2.02 (but only to the extent such amounts are actually due and payable), prior to being satisfied out of any other funds of Shareholders. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of such claim and the facts on which such claim is based or, in the case of claims to be satisfied out of the Escrow Fund, such other notice as is required by the Escrow Agreement. Indemnification claims (other than those satisfied out of the Escrow Fund or by set-off) shall be paid within 30 days after the Indemnitor's receipt of such notice and such evidence of the amount of such claim and the Indemnitor's liability therefor as the Indemnitor may reasonably request.
Notice and Satisfaction of Indemnification Claims. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been Notified by the Indemnitee of the amount of the claim and the facts on which the claim is based (including evidence supporting the amount of the claim). For purposes of this Section 8, Notice of an indemnification claim shall be deemed to cover claims arising out of or in connection with all related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnitee complies with Section 8.04. Indemnification claims shall be paid within 30 days after the Indemnitor’s receipt of the Notice described in this Section 8.05 (including the required evidence of the amount of the claim). Evidence of the amount of the claims for which the Indemnitee seeks indemnification, and the Indemnitor’s liability shall be in form and content reasonably satisfactory to the Indemnitor.
Notice and Satisfaction of Indemnification Claims. No indemnification claim will be deemed to have been asserted until the applicable Indemnitor (which, in the case of the Kohlberg Sellers or Michael Xxxxx, xxxxx be deemed to be the Sellers' Representative) has been given notice (which, in the case of a Partners Group Seller, shall only be valid if delivered to the notice party listed in Section 9.06) by the Indemnitee of, to the extent feasible, the amount of Losses related to such claim and the facts on which such claim is based, together with all reasonable supporting documentation for purposes of understanding and verifying the nature of the claim and facts relating thereto (a "Claim Notice"). For purposes of Section 8.06, notice of an indemnification claim will be deemed to cover claims arising out of all related Proceedings based on the same facts and circumstances so long as, in the case of Proceedings instituted by third parties, the Indemnitee complies with Section 8.05. If the Indemnitee is not Buyer or the Sellers, then such notice will be given on behalf of such Indemnitee by Buyer or the Sellers' Representative, as applicable.
Notice and Satisfaction of Indemnification Claims. (a) All indemnification claims against Sellers shall be satisfied first out of the Escrow Fund before proceeding against any Seller individually.
Notice and Satisfaction of Indemnification Claims. No indemnification ------------------------------------------------- claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of such claim and the facts on which such claim is based. If a Company Indemnitee is not the Buyer, then such notice shall be given on behalf of such Indemnitee by the Buyer. Indemnification claims shall be paid within 30 days after the Indemnitor's receipt of such notice and such evidence of the amount of such claim and the Indemnitor's liability therefor as the Indemnitor may reasonably request.
