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. 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. 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 VIII, 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 8.5.
Notice and Satisfaction of Indemnification Claims. Indemnification claims against Seller shall be satisfied out of the Escrow Fund prior to being satisfied out of any other funds of Seller. 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 Fund Escrow Agreement. If the Indemnitee is not Buyer or Seller, then such notice shall be given on behalf of such Indemnitee by Buyer or Seller, as applicable. Indemnification claims (other than those satisfied out of the Escrow Fund) shall be paid within thirty (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 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 7.3. Indemnification claims shall be paid within 30 days after the Indemnitor's receipt of the notice described in this Section 7.4 (including the required evidence of the amount of the claim). Evidence of (a) the amount of the claims for which the Indemnitee seeks indemnification, and (b) 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 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 8.05, 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 8.03. If the Indemnitee is not Buyer or the Seller Representative, then such notice will be given on behalf of such Indemnitee by Buyer or the Seller Representative, as applicable. 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.
Notice and Satisfaction of Indemnification Claims. Indemnification claims against Seller will be satisfied out of the Escrow Fund prior to being satisfied out of any other funds of Seller. 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 or, in the case of claims to be satisfied out of the Escrow Fund, such other notice as is required by the Escrow Agreement. For purposes of Section 6.05, 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. With regard to any and all claims for which indemnification is payable hereunder, such indemnification shall be approved by (in the case of payment from the Escrow Agent) or paid by the Indemnitor upon the earliest to occur of (i) the entry of a judgment against the Indemnitor and the expiration of any applicable appeal period, (ii) the entry of an unappealable judgment or final appellate decision against the Indemnitor or (iii) a settlement of the claim.
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 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.
Notice and Satisfaction of Indemnification Claims. No indemnification claim will be deemed to have been asserted until the Buyer has given notice to the Seller Representative of the amount of such claim and the facts on which such claim is based. Notice of an indemnification claim will be deemed to cover claims arising out of all related Proceedings. Indemnification claims (other than those satisfied out of the Holdback Shares) will be paid within thirty (30) days after the Seller Representative’s receipt of such notice. The right to set-off in this Section and Section 3.01(b) shall be without prejudice and in addition to any right of set-off, lien or other right to which the Buyer is at any time otherwise entitled (whether by operation of law, agreement or otherwise). Indemnification claims against the Sellers will be joint and several
