Common use of Notice of a Claim Clause in Contracts

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. In order 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 a party to be which indemnification is provided for, by Section 15.1 or 15.2 (an “Indemnification Event”), the Party entitled to such indemnification pursuant to this Agreement, the indemnified party (an “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 give written notice or otherwise becomes aware of (an “Indemnification Claim”) to the claimParty from which such indemnification is (or, under such assumption, could be) sought (an “Indemnifying Party”) describing in reasonable detail the claim (including whether such claim is for Direct Losses or Company Level Losses) Indemnification Event and the estimated amount 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 claim; providedreceipt by the Indemnified Party or any of its Affiliates of notice of, however, that the failure of an indemnified party so to notify the indemnifying party or of the claim shall not relieve the indemnifying party Indemnified Party or any of its obligations under this Agreement except Affiliates otherwise becoming aware of, any particular Indemnification Event, to the extent the indemnifying party shall have been actually that such Indemnifying Party is materially prejudiced as a result 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 (except that the indemnifying party 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 failed to give notice). The indemnified party shall deliver to the indemnifying party copies of all notices Indemnified Party was overdue in giving, 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 had not object in writing to the availability of the indemnity under this Agreement within twenty (20) days after receiving given, 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. 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. 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. In order 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 a party to be which indemnification is provided for, by Section 6.1 or 6.2 (an “Indemnification Event”), the Party entitled to such indemnification pursuant to this Agreement, the indemnified party (an “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 give written notice or otherwise becomes aware of (an “Indemnification Claim”) to the claimParty from which such indemnification is (or, under such assumption, could be) sought (an “Indemnifying Party”) describing in reasonable detail the claim (including whether such claim is for Direct Losses or Company Level Losses) Indemnification Event and the estimated amount 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 claim; providedreceipt by the Indemnified Party or any of its Affiliates of notice of, however, that the failure of an indemnified party so to notify the indemnifying party or of the claim shall not relieve the indemnifying party Indemnified Party or any of its obligations under this Agreement except Affiliates otherwise becoming aware of, any particular Indemnification Event, to the extent the indemnifying party shall have been actually that such Indemnifying Party is materially prejudiced as a result 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 (except that the indemnifying party 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 failed to give notice). The indemnified party shall deliver to the indemnifying party copies of all notices Indemnified Party was overdue in giving, 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 had not object in writing to the availability of the indemnity under this Agreement within twenty (20) days after receiving given, 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.