Common use of Notice of Claims; Determination of Amount Clause in Contracts

Notice of Claims; Determination of Amount. (a) Any party seeking indemnification hereunder (the “Indemnified Party”) shall give promptly to the party or parties, as applicable, obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any certificate delivered hereunder upon which such claim is based. Subject to Section 11.1, the failure of any Indemnified Party to give the Claim Notice as required by this Section 9.3 shall not affect such Indemnified Party’s rights under this Article IX except to the extent such failure is actually materially prejudicial to the rights and obligations of the Indemnitor. (b) In calculating any Loss or Expense there shall be deducted (i) any net amount actually recovered by the indemnified party under insurance policies or from any other third Person (and no right of subrogation shall accrue hereunder to any such insurer or other third Person) and (ii) any net Tax benefit actually realized. The Indemnitor shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.