Common use of Notice and Satisfaction of Indemnification Claims Clause in Contracts

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 the Shareholders Seller shall be satisfied first by calling the principal amount of any such claim under the Promissory Note, and next by set-off against any Earn-Out Payment, if any, next by the Escrow Fundforfeit of Class D Units of Holdco issued pursuant to Section 2.5(b)(1) with each such Class D Unit having a value equal to $165.2892 for this purpose, prior and finally by reduction in any rent amounts owed by Buyer to being satisfied out of any other funds Seller in respect of the ShareholdersLease. 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 if such evidence is required by the Escrow Agreementreasonably available or ascertainable). 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 7.037.4. Indemnification Expenses related to indemnification claims (other than those satisfied out of shall accrue against the Escrow Fund) shall be paid within 30 days after the Indemnitor’s Indemnitor from receipt of the notice described in this Section 7.04 7.5, and any accrued amounts shall be paid within thirty (including 30) days of the twelve (12) month anniversary of the Closing. Thereafter, indemnification claims shall be paid within thirty (30) days of Indemnitor’s receipt of 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 the Shareholders Seller shall be satisfied first by set-off against the Escrow Fund, prior to being satisfied out of any other funds of the ShareholdersSeller. 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 VIIVI, 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 7.036.3. Indemnification claims (other than those satisfied out of the Escrow Fund) shall be paid within 30 days after the Indemnitor’s 's receipt of the notice described in this Section 7.04 Section 6.4 (including the required evidence of the amount of the claim). Evidence of (a) the amount of the claims for which the Indemnitee seeks indemnificatioinindemnification, andand (b) the Indemnitor's liability shall be in form and content reasonably satisfactory to the Indemnitor.

Notice and Satisfaction of Indemnification Claims. Indemnification claims against the Shareholders shall Seller may be satisfied first by set-off against the Escrow Fund, any amounts due to Seller under this Agreement prior to being satisfied out of any other funds of the ShareholdersSeller. No indemnification claim shall will be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of the such claim and the facts on which the such 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 Agreementbased. For purposes of this Article VIISection 8.05, notice of an indemnification claim shall will 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 7.038.03. 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 (other than those satisfied out of the Escrow Fund) shall by set-off will be paid within 30 thirty (30) days after the Indemnitor’s 's receipt of the such notice described in this Section 7.04 (including the required and such evidence of the amount of such claim and the claim). Evidence of (a) Indemnitor's liability therefor as the amount of the claims for which the Indemnitee seeks indemnificatioin, andIndemnitor may reasonably request.

Notice and Satisfaction of Indemnification Claims. Indemnification claims against the Shareholders Polychem and/or ECESIS shall be satisfied first by set-off against any amounts due pursuant to Section 12.5 or otherwise due under the Escrow FundNote, prior to being satisfied out of any other funds of the ShareholdersPolychem and/or ECESIS. 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 such claim and the facts on which the such 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 Agreementbased. For purposes of this Article VIISection 15.5, 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 7.0315.3. If the Indemnitee is not Supplier, Polychem or ECESIS, then such notice shall be given on behalf of such Indemnitee by Supplier or Polychem, as applicable. Indemnification claims (other than those satisfied out of the Escrow Fund) shall be paid within 30 days after the Indemnitor’s 's receipt of the such notice described in this Section 7.04 (including the required and such evidence of the amount of such claim and the claim). Evidence of (a) Indemnitor's liability therefor as the amount of the claims for which the Indemnitee seeks indemnificatioin, andIndemnitor may reasonably request.