Common use of Notice of Direct Claims Clause in Contracts

Notice of Direct Claims. As soon as is reasonably practicable after any Purchaser Indemnitee or any Seller Indemnitee (each, as applicable, an ”Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Purchaser or any Seller (in each case as the case may be, an ”Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX (a ”Claim”), such Person will give notice of such Claim (a ”Direct Claim Notice”) (i) if such Person is Purchaser or a Purchaser Indemnitee, to Sellers’ Representative, or (ii) if such Person is any Seller Indemnitee, to Purchaser. A Direct Claim Notice (A) must describe the Claim in reasonable detail; and (B) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the ”Claimed Amount”).

Notice of Direct Claims. As soon as is reasonably practicable after any Purchaser Indemnitee or any Seller Company Indemnitee (each, as applicable, an ”“Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Purchaser or any Seller the Converting Holders (in each case as the case may be, an ”“Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX X (a ”“Claim”), such Person (or the Stockholder Representative on behalf of the Company Indemnitees) will give notice of such Claim (a ”“Direct Claim Notice”) (i) if such Person is Purchaser or a Purchaser Indemnitee, to Sellers’ Representative, the Stockholder Representative or (ii) if such Person is any Seller the Stockholder Representative or a Company Indemnitee, to Purchaser. A Direct Claim Notice (A) must describe the Claim in reasonable detail; (B) on an informal and non-binding basis, reserving all future rights, identify whether such Claim pertains to a representation or warranty, Fraud or another Company Indemnifiable Matter (and specify each such Company Indemnifiable Matter); and (BC) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the ”“Claimed Amount”).

Notice of Direct Claims. As soon as is reasonably practicable after any Purchaser Indemnitee or any Seller Indemnitee (each, as applicable, an ”“Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Purchaser or any Seller (in each case as the case may be, an ”“Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX (a ”“Claim”), such Person will give notice of such Claim (a ”“Direct Claim Notice”) (i) if such Person is Purchaser or a Purchaser Indemnitee, to Sellers’ Representative, or (ii) if such Person is any Seller Indemnitee, to Purchaser. A Direct Claim Notice (A) must describe the Claim in reasonable detail; (B) on an informal and non-binding basis, reserving all future rights, identify whether such Claim pertains to a representation or warranty, or fraud, intentional misrepresentation, breach of covenant, or willful misconduct; and (BC) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the ”“Claimed Amount”).

Notice of Direct Claims. As soon as is reasonably practicable after any Purchaser Indemnitee or any Seller Indemnitee (each, as applicable, an ”“Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Purchaser or any Seller Indemnifying Party (in each case as the case may be, an ”“Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX XI (a ”“Claim”), such Person will give notice of such Claim (a ”“Direct Claim Notice”) (i) if such Person is Purchaser or a Purchaser Indemnitee, to Sellers’ RepresentativeSeller and Seller Indemnifying Party, or (ii) if such Person is any Seller Indemnitee, to Purchaser. A Direct Claim Notice (A) must describe the Claim in reasonable detail; (B) on an informal and non-binding basis, reserving all future rights, identify whether such Claim pertains to a representation or warranty, or Fraud; and (BC) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the ”“Claimed Amount”).

Notice of Direct Claims. As soon as is reasonably practicable after any Purchaser Parent Indemnitee or any Seller Indemnitee (each, as applicable, an ”“Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Purchaser Parent or any Seller (in each case as the case may be, an ”“Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX (a ”“Claim”), such Person will give notice of such Claim (a ”“Direct Claim Notice”) (i) if such Person is Purchaser Parent or a Purchaser Parent Indemnitee, to Sellers’ Representative, or (ii) if such Person is any Seller Indemnitee, to PurchaserParent. A Direct Claim Notice (A) must describe the Claim in reasonable detail; (B) on an informal and non-binding basis, reserving all future rights, identify whether such Claim pertains to a representation or warranty, or fraud, intentional misrepresentation, breach of covenant, or willful misconduct; and (BC) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the ”“Claimed Amount”).

Notice of Direct Claims. As soon as is reasonably practicable after any Purchaser Indemnitee or any Seller Indemnitee (each, as applicable, an ”“Indemnified Person”) or any Party becomes aware of any event or condition that would reasonably be expected to result in a Loss with respect to which Purchaser or any Seller (in each case as the case may be, an ”“Indemnifying Person”) may become obligated to indemnify, defend, hold harmless, compensate, or reimburse any Indemnified Person pursuant to this Article IX XI (a ”“Claim”), such Person will give notice of such Claim (a ”“Direct Claim Notice”) (i) if such Person is Purchaser or a Purchaser Indemnitee, to Sellers’ Representative, or (ii) if such Person is any Seller Indemnitee, to Purchaser. A Direct Claim Notice (A) must describe the Claim in reasonable detail; (B) on an informal and non-binding basis, reserving all future rights, identify whether such Claim pertains to a representation or warranty, or fraud, intentional misrepresentation, breach of covenant, or willful misconduct; and (BC) must in good faith indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may reasonably be expected to be suffered by the Indemnified Person (the ”“Claimed Amount”).