Notice of a Claim. The Notice of a Claim shall be submitted as follows:
13.7.1 To the District: 13.7.2 To CONSULTANT:
Notice of a Claim. Promptly, and in any event no later than ten Business Days after receipt by the Indemnified Party of a written notice of a claim or threatened claim against it which may result in a demand for indemnification under this Agreement, the Indemnified Party will give written notice to the Company of the claim or threatened claim. A notice delivered under this Section will include a description of the claim or threatened claim, a summary of the facts giving rise to the claim or threatened claim and, if possible, an estimate of any potential liability arising under the claim or threatened claim. Failure by the Indemnified Party to notify the Company of any claim or threatened claim will not relieve the Company from its obligations under this Agreement or otherwise limit its liability, except to the extent that the claim includes legal proceedings and the failure of the Indemnified Party to notify the Company within the required time limits prejudices the defence of the claim.
Notice of a Claim. In order for a party to be entitled to indemnification pursuant to this Agreement, the indemnified party shall notify the indemnifying party in writing of any claim that it reasonably believes is likely to result in a Loss within ten (10) days of the date such party receives written notice or otherwise becomes aware of the claim, describing in reasonable detail the claim (including whether such claim is for Direct Losses or Company Level Losses) and the estimated amount of the claim; provided, however, that the failure of an indemnified party so to notify the indemnifying party of the claim shall not relieve the indemnifying party of its obligations under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give notice). The indemnified party shall deliver to the indemnifying party copies of all notices and documents (including court papers) received by the indemnified party relating the claim along with the notice referred to above. If the indemnifying party does not object in writing to the availability of the indemnity under this Agreement within twenty (20) days after receiving such notice, then the claim set forth in the notice by such party shall be considered a valid claim under this Agreement (a "Valid Claim"), and such Valid Claim (to the extent payable after giving effect to the limitations set forth in Section 5(b)) shall be paid in accordance with Section 7 hereof. If any indemnifying party objects in writing as to the availability of the indemnity with respect to such claim within such twenty (20) day period, then the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.
Notice of a Claim. As promptly as practicable, and in any event within thirty (30) days, after a Party shall receive any notice of, or otherwise become aware of, the commencement of any action, suit or proceeding, the assertion of any claim, the occurrence of any event, the existence of any fact or circumstance, or the incurrence of any Losses, for which indemnification is provided for, by Section 15.1 or 15.2 (an “Indemnification Event”), the Party entitled to such indemnification (an “Indemnified Party”) shall give written notice (an “Indemnification Claim”) to the Party from which such indemnification is (or, under such assumption, could be) sought (an “Indemnifying Party”) describing in reasonable detail the Indemnification Event and the basis on which indemnification is (or, under such assumption, could be) sought. If the Indemnifying Party is not so notified by the Indemnified Party within thirty (30) days after the date of the receipt by the Indemnified Party or any of its Affiliates of notice of, or of the Indemnified Party or any of its Affiliates otherwise becoming aware of, any particular Indemnification Event, to the extent that such Indemnifying Party is materially prejudiced as a consequence of such failure, the Indemnifying Party shall be relieved of all liability hereunder in respect of such Indemnification Event, and in the event that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure the Indemnifying Party shall not be liable for any expenses directly related to the Losses from such Indemnification Event incurred during the period in which the Indemnified Party was overdue in giving, and had not given, such notice.
Notice of a Claim. The following provision shall apply in lieu of Section V.A. of the General Terms and Conditions:
A. The Insured(s) shall, as a condition precedent to the obligations of the Insurer under this Policy, give written notice to the Insurer at either the physical or email address indicated in Item 7. of the Declarations, of a Claim made against an Insured as soon as practicable after the Company's General Counsel, Director of Human Resources or Risk Manager, or any individual with functionally equivalent responsibilities, becomes aware of the Claim.
Notice of a Claim. It is a condition of this policy that the Assured shall report in writing to the Underwriters hereon any circumstances which may give rise to a claim under this policy within 30 days of the Assured's knowledge of such circumstances and shall thereafter keep the Underwriters fully informed of all developments.
Notice of a Claim. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party’s employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party. The notice shall provide sufficient detail to enable the other party to investigate the matter.
Notice of a Claim. From time to time, Buyer may give written notice (a “Claim Notice”) to the Selling Parties’ Representative (with a copy to the Escrow Agent) of any claim for indemnification that Buyer may have based on Buyer’s reasonable judgment pursuant to Section 8.5 of the Merger Agreement (a “Claim”). Such Claim Notice shall specifically identify this Agreement and specify in reasonable detail the facts giving rise to any claims for indemnification under the Merger Agreement, the amount of the Claim or the method of computation of the amount of such Claim, a reference to the applicable provision(s) in the Merger Agreement or other document delivered pursuant thereto upon which the Claim is based and identify the Escrow Subaccount from which such Claim shall be satisfied. Additionally, the Claim Notice shall identify the type (cash and/or Buyer Stock) and amounts (dollar amounts and/or number of share of Buyer Stock) of Escrow Holdings that Buyer claims to be entitled to receive (the “Cash/Stock Proposal”). If the dollar amount of such Claim cannot be accurately determined, the Claim Notice shall include Buyer’s good-faith estimate (which shall be subject to the Selling Parties’ Representative’s approval, which will not be unreasonably withheld nor construed as any admission on the Selling Parties’ part), which shall serve as the dollar amount in question hereunder until such dollar amount can be more accurately determined. The Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Merger Agreement.
Notice of a Claim. The indemnified party (the “Indemnified Party”) shall give the indemnifying party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any claim of Loss or discovery of facts upon which such Indemnified Party intends to base a request for indemnification under Section 14.1 or Section 14.2, but in no event shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any Losses.
Notice of a Claim. Notice of a Warranty Claim under any Aegon Warranty (other than a claim in respect of a Tax Warranty, to which claim Section 4. of Schedule 14 (Tax Deed) shall apply) by ASR must be given by ASR to Aegon, within a reasonable period of discovery of the circumstances giving rise to such Warranty Claim (provided that any failure or delay on the part of ASR to notify Aegon as soon as possible shall not prejudice a ASR’s right to make a claim but shall reduce the losses by the amount of the losses attributable to such failure or delay), giving reasonable particulars of the facts relating to such Warranty Claim (to the extent known to ASR) and an estimate of the amount of Damages which are the subject of the claim to the extent available to ASR or any other ASR Group Company and as is reasonably necessary to enable Aegon to assess the merits of the claim.
