Common use of Notice of Claim; Satisfaction of Claim Clause in Contracts

Notice of Claim; Satisfaction of Claim. Upon obtaining knowledge of any Indemnified Losses, any person entitled to indemnification under Section 9.1 or 9.2 (the “Injured Party”) shall give written notice to the Indemnifying Party specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted (such written notice being hereinafter referred to as a “Notice of Claim”); provided, however, that the right of a Person to be indemnified hereunder shall not be adversely affected by a failure to give such Notice of Claim unless, and then only to the extent that, an Indemnifying Party is prejudiced thereby. If the Indemnifying Party disputes such claim of indemnification, it shall notify the Injured Party thereof within thirty (30) days after receipt of the Notice of Claim, whereupon the parties shall meet and attempt in good faith to resolve their differences with respect to such claim or indemnification. If the dispute has not been resolved within thirty (30) days after the parties first meet to attempt such resolution, then either of such parties can bring an Action against the other party to recover such Indemnified Losses in a court of competent jurisdiction. If the Indemnifying Party does not dispute the Injured Party’s claim of indemnification, the Indemnifying Party shall pay the amount of any valid claim within thirty (30) days after receipt of the Injured Party’s Notice of Claim.

Notice of Claim; Satisfaction of Claim. Upon obtaining knowledge of any Indemnified Losses, any person entitled to indemnification under Section 9.1 or 9.2 (the “Injured Party”) shall give written notice to the Indemnifying Party specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted (such written notice being hereinafter referred to as a “Notice of Claim”); provided, however, that the right of a Person to be indemnified hereunder shall not be adversely affected by a failure to give such Notice of Claim unless, and then only to the extent that, an Indemnifying Party is prejudiced thereby. If the Indemnifying Party disputes such claim of indemnification, it shall notify the Injured Party thereof within thirty (30) days after receipt of the Notice of Claim, whereupon the parties shall meet and attempt in good faith to resolve their differences with respect to such claim or indemnification. If the dispute TABLE OF CONTENTS has not been resolved within thirty (30) days after the parties first meet to attempt such resolution, then either of such parties can bring an Action against the other party to recover such Indemnified Losses in a court of competent jurisdiction. If the Indemnifying Party does not dispute the Injured Party’s claim of indemnification, the Indemnifying Party shall pay the amount of any valid claim within thirty (30) days after receipt of the Injured Party’s Notice of Claim.

Notice of Claim; Satisfaction of Claim. Upon obtaining knowledge of In the event that a party seeking indemnification (an "Indemnified Party") seeks indemnification hereunder or under the Escrow Agreement at any time, such Indemnified Losses, any person entitled to indemnification under Section 9.1 or 9.2 (the “Injured Party”) Party shall give written notice to the Representatives and otherwise to the Person from whom such indemnity is sought (in all cases, an "Indemnifying Party Party") specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted (such written notice being hereinafter referred to as a “Notice of Claim”); provided, however, that the right of a Person asserted. The Indemnifying Party shall pay or cause to be indemnified hereunder shall paid the amount of any undisputed, valid and determinable claim not be adversely affected by a failure to give such Notice of Claim unless, and then only more than twenty (20) calendar days after the Indemnified Party provides notice to the extent that, an Indemnifying Party is prejudiced therebyof such amount. If the Indemnifying Party disputes the validity or amount of any such claim, the Indemnifying Party shall so notify the Indemnified Party in writing within fourteen (14) calendar days after the Indemnifying Party receives notice from the Indemnified Party of such claim and the amount thereof, specifying in reasonable detail the points of indemnificationdisagreement. Upon receipt of such notice of dispute, it the Indemnified Party shall notify promptly consult with the Injured Indemnifying Party thereof with respect to such points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by the Indemnified Party and Indemnifying Party within thirty (30) days after receipt of the Notice of Claim, whereupon the parties shall meet and attempt in good faith to resolve their differences with respect to such claim or indemnification. If the dispute has not been resolved within thirty (30) calendar days after the parties first meet to attempt such resolutionIndemnified Party receives the notice of dispute, then either any of such parties can bring an Action against xxx the other party to recover such Indemnified Losses allegedly liable parties in a court of competent jurisdictionjurisdiction in accordance with Section 11.10. If the Indemnifying Party does not dispute the Injured Party’s claim The Parties shall reasonably promptly following request therefor make available to each other all relevant information in their possession relating to such claim, subject to reasonable protection of indemnification, the Indemnifying Party shall pay the amount of any valid claim within thirty (30) days after receipt of the Injured Party’s Notice of Claimattorney client and attorney work product privileges.

Notice of Claim; Satisfaction of Claim. Upon obtaining knowledge of (a) In the event that a party seeking indemnification (an "Indemnified Party") seeks indemnification hereunder or under the Escrow Agreement at any time, such Indemnified Losses, any person entitled to indemnification under Section 9.1 or 9.2 (the “Injured Party”) Party shall give written notice in the event that such indemnity is sought from the Escrow and otherwise to the Person from whom such indemnity is sought (in either case, an "Indemnifying Party Party") specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted (such written notice being hereinafter referred to as a “Notice of Claim”); provided, however, that the right of a Person asserted. The Indemnifying Party shall pay or cause to be indemnified hereunder shall paid the amount of any undisputed, valid and determinable claim not be adversely affected by a failure to give such Notice of Claim unless, and then only more than twenty (20) calendar days after the Indemnified Party provides notice to the extent that, an Indemnifying Party is prejudiced therebyof such amount. If the Indemnifying Party disputes the validity or amount of any such claim of indemnification, it shall notify the Injured Party thereof within thirty (30) days after receipt of the Notice of Claim, whereupon the parties shall meet and attempt in good faith to resolve their differences with respect to such claim or indemnification. If the dispute has not been resolved within thirty (30) days after the parties first meet to attempt such resolution, then either of such parties can bring an Action against the other party to recover such Indemnified Losses in a court of competent jurisdiction. If the Indemnifying Party does not dispute the Injured Party’s claim of indemnificationclaim, the Indemnifying Party shall pay so notify the Indemnified Party in writing within fourteen (14) calendar days after the Indemnified Party provides notice to the Indemnifying Party of such claim and the amount thereof, specifying in reasonable detail the points of any valid claim within thirty (30) days after disagreement. Upon receipt of such notice of dispute, the Injured Party’s Notice Indemnified Party shall promptly consult with the Indemnifying Party with respect to such points of Claim.disagreement in an effort to resolve the dispute. If any such dispute 58