Notice of Claims for Indemnification. Purchaser on the one hand, or Gilat Israel or Seller, on the other hand, as the case may be, shall notify each other promptly, and in any event within thirty (30) days, of the assertion by any third party of any claim against any of Purchaser's Indemnified Persons or Seller's Indemnified Persons, as the case may be, with respect to which any of them intend to make a claim for indemnification under Section 8.1 or Section 8.2 hereof. Any notice of any claim pursuant to Section 8.1 or Section 8.2 shall set forth the dollar amount thereof sought by the party seeking indemnification, unless the amount of such claim is not yet determinable (and such notice shall so state), and a statement of the facts underlying such claim in reasonably sufficient detail (to the extent such facts are readily available to the party claiming indemnification) so as to inform the Party against which indemnification is sought as to the basis of such claim and the manner in which the amount of such claim was computed. The failure by an indemnified party to notify an indemnifying party of an Indemnifiable Claim shall not relieve the indemnifying party of any indemnification responsibility under Section 8.1 or Section 8.2, provided that such failure does not materially prejudice the ability of the indemnifying party to defend such Indemnifiable Claim. Purchaser's Indemnified Persons and Seller's Indemnified Persons shall cooperate with each other in any investigation by the others of any such claim.
Notice of Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to Section 10.1 in respect of any Losses, such Indemnitee shall give the appropriate indemnifying Party (the “Indemnifying Party”) written notice within thirty (30) days of its becoming aware thereof (but prior to the expiration of the survival period specified in Section 10.2 for the relevant representation, warranty, covenant, agreement, or obligation), which notice shall specify in reasonably sufficient detail the facts alleged to give rise to a claim for indemnification and the amount the Indemnitee seeks hereunder from the Indemnifying Party, together with such information as may be necessary for the Indemnifying Party to determine whether the limitations in Section 10.1(b)(i), have been satisfied; provided, however, the failure to give such notice shall not release the Indemnifying Party from its obligations under this Article X except to the extent the Indemnifying Party has been prejudiced by the failure. If the Indemnifying Party contests the assertion of a claim, the Parties covenant and agree to use their commercially reasonable efforts to resolve their dispute with respect to such claim.
Notice of Claims for Indemnification. If any Indemnified Party has incurred or suffered or claims to have incurred or suffered, or believes that it may incur or suffer, Damages for which it is or may be entitled to be held harmless, indemnified, compensated or reimbursed under this ARTICLE IX or for which it is or may be entitled to a monetary remedy (such as in the case of a claim based on fraud), such Indemnified Party shall deliver a notice of claim (a “Notice of Claim”) to the Sellers’ Representative. Each Notice of Claim shall: (i) state that such Indemnified Party believes that such Indemnified Party is or may be entitled to indemnification, compensation or reimbursement under ARTICLE IX of the Agreement or is or may otherwise be entitled to a monetary remedy; (ii) contain a brief description of the circumstances supporting such Indemnified Party’s belief that such Indemnified Party is so entitled to indemnification or is or may otherwise be entitled to a monetary remedy; and (iii) if practicable, contain a non-binding, preliminary estimate of the aggregate dollar amount of actual and potential Damages that have arisen and may arise as a result of such circumstances (the aggregate amount of such estimate, as it may be modified by such Indemnified Party from time to time, being referred to as the “Claimed Amount”).
Notice of Claims for Indemnification. Notice of any claims desired to be asserted by the Company against Xxxx with respect to any matter for which the Company claims indemnification pursuant to this Section shall be served by the Company upon Xxxx promptly. Any such notice shall set forth in reasonable detail the basis for the claim asserted. Within 20 days following its receipt of such notice, Xxxx shall send written notice to the Company stating:
Notice of Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to Section 10.1 in respect of any Losses, such Indemnitee shall give the appropriate indemnifying party (the “Indemnifying Party”) written notice within ten (10) Business Days of its becoming aware thereof; provided, however, the failure to give such notice shall not release the Indemnifying Party from its obligations under this Article X except to the extent that the Indemnifying Party is prejudiced by such failure. Any such notice shall set forth in reasonable detail, and to the extent then known, the basis for such claim for indemnification.
Notice of Claims for Indemnification. Any party seeking indemnification pursuant to this Article VI shall provide notice of such claim (stating in reasonable detail the basis for such claim) in accordance with Section 7.5 to the indemnifying party.
Notice of Claims for Indemnification. (i) Each Indemnified Person shall notify BOCHC and Pioneer promptly after such Indemnified Person has actual knowledge of any claim as to which indemnification may be sought under this Section 3.
Notice of Claims for Indemnification. (i) The Fund shall notify BOCHC and Pioneer promptly after it has actual knowledge of any claim as to which indemnification may be sought under Section 4 hereof.
Notice of Claims for Indemnification. Upon a determination by Wilsons that Wilsons has a claim for indemnification under Section 13 of the Merger Agreement (each, an "Indemnity Claim"), Wilsons shall deliver to the Escrow Agent and the Agent a copy of the notice (each, a "Claim Notice") delivered to the Shareholder Representative pursuant to the Merger Agreement. Escrow Agent shall forward a copy of such Claim Notice to the Shareholder Representative and the Agent (provided that the foregoing shall not relieve Wilson's of its notice obligations under the Merger Agreement). With respect to each Indemnity Claim, the Escrow Agent shall pay the following amounts to Wilsons from the Escrow Fund in cash in accordance with Section 4(c) below:
Notice of Claims for Indemnification. Upon a determination by the ------------------------------------ Company that the Company has a claim for indemnification under Section 8 of the Recapitalization Agreement (each, an "Indemnity Claim"), the Company shall --------------- deliver to the Escrow Agent a copy of the notice (each, a "Claim Notice") ------------ delivered to AIM pursuant to the Recapitalization Agreement. With respect to each Indemnity Claim, the Escrow Agent shall pay the following amounts to the Company from the Escrow Amount in cash in accordance with Section 4(c) below:
