Notice of Indemnity Claims. If any Buyer Indemnified Party or Company Indemnified Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, condition or claim has given or could give rise to any Buyer Losses or Company Losses, as applicable, for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, condition or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) with respect to any Third Party Claim (as defined herein), becomes aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing the facts giving rise to the claim for indemnification under this Agreement 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 other agreement, document or instrument executed hereunder or in connection with this Agreement upon which such claim is based; provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.
Notice of Indemnity Claims. If an Indemnified Party becomes aware of a Loss or potential Loss in respect of which an Indemnifying Party has agreed to indemnify it under this Article 6, the Indemnified Party will promptly give written notice (an “Indemnity Notice”) of its Claim or potential Claim for indemnification (an “Indemnity Claim”) to the Indemnifying Party. The Buyer’s obligation to deliver an Indemnity Notice, and any information, documentation or notices with respect thereto provided therefor in Sections 6.7, 6.8 or 6.9 to the Sellers or any of them shall be satisfied by the Buyer delivering the Indemnity Notice or such information, documentation or notices to the Sellers’ Representative, and the Buyer shall have no obligation to deliver such Indemnity Notice or such information, documentation or notices to a Seller or the Sellers. The Buyer shall have no liability or obligation for the failure of the Sellers’ Representative to deliver an Indemnity Notice or such information, documentation or notices to any of the Sellers. An Indemnity Notice must specify whether the Indemnity Claim arises as the result of a Third Party Claim or whether the Indemnity Claim is a Direct Claim, and must also specify with reasonable particularity (to the extent that the information is available):
6.7.1 the factual basis for the Indemnity Claim;
6.7.2 the amount of the Indemnity Claim, if known; and
6.7.3 if the Indemnified Party is a Buyer Indemnified Party, the portion of such Indemnity Claim that the Indemnified Party intends to set-off against Milestone Payments and Earnout Payments, in each case if known and subject to the Indemnified Party’s right to modify that determination at any time that any portion of the Indemnity Claim remains due and outstanding. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive an Indemnity Notice of an Indemnity Claim in time to effectively contest the determination of any liability capable of being contested, the Indemnifying Party will be entitled to set off against the amount claimed by the Indemnified Party the amount of any Loss incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give an Indemnity Notice on a timely basis. For greater certainty, an Indemnified Party that is a Seller will be deemed to have received an Indemnity Notice from the Buyer once the Indemnity Notice is delivered to the Sellers’ Representative.
Notice of Indemnity Claims. Any Party seeking indemnification under this Agreement (the “Indemnified Party”) will give to the Party from which indemnification is sought (the “Indemnitor”) a notice (an “Indemnity Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and will include in such Indemnity Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provisions of this Agreement upon which such claim is based; provided, however, that an Indemnity Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought will be given promptly after the action or suit is commenced; and provided further that failure to give an Indemnity Claim Notice as required in this Section 17.3 will not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor has been materially and actually prejudiced by such failure.
Notice of Indemnity Claims. EPC Contractor shall notify Client of any Claims or threatened Claims in respect of which it is or may be entitled to indemnification under this Article 21. Such Notice shall be given as soon as reasonably practicable after EPC Contractor becomes aware of the Claims or threatened Claims.
Notice of Indemnity Claims. If an Indemnified Party becomes aware of a Loss or potential Loss in respect of which an Indemnifying Party has agreed to indemnify it under this Article 8, the Indemnified Party will promptly give written notice (an "Indemnity Notice") of its claim or potential claim for indemnification (an "Indemnity Claim") to the Indemnifying Party. An Indemnity Notice must specify whether the Indemnity Claim arises as the result of a Third Party Claim or as a result of a Loss that was suffered directly by an Indemnified Party, and must also specify with reasonable particularity (to the extent that the information is available):
8.7.1 the factual basis for the Indemnity Claim; and
8.7.2 the amount of the Indemnity Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive an Indemnity Notice of an Indemnity Claim in time to effectively contest the determination of any liability capable of being contested, the Indemnifying Party will be entitled to set-off against the amount claimed by the Indemnified Party the amount of any Loss incurred by the Indemnifying Party resulting from the Indemnified Party's failure to give an Indemnity Notice on a timely basis.
Notice of Indemnity Claims. 56 9.6 Indemnity Amounts to be Computed on After-Tax Basis.................................................... 57
Notice of Indemnity Claims. 10.5.1 An Indemnity Claim shall be asserted by written notice from the Protected Party asserting such Claim (the "Indemnified Party") to the Party from whom indemnification is sought (the "Indemnifying Party"). For all purposes under this Agreement, and without prejudice to the rights of the CME Protected Parties, CME ME has agreed that it will act as the Indemnified Party for all Indemnity Claims involving the CME Protected Parties, and no CME Protected Party other than CME ME and CME Ltd shall be entitled to prosecute any Indemnity Claim against PPF.
10.5.2 The notice shall include information regarding the nature and basis for the Indemnity Claim and an estimate of the amount of Losses (detailing, to the extent practicable, the Indemnified Party's calculation of the Losses thereby alleged to have been suffered by it) demanded.
Notice of Indemnity Claims. 59 11.6 Indemnity Amounts to be Computed on After-Tax Basis................. 60 11.7
Notice of Indemnity Claims. 65 9.5 Indemnification Procedures........................................................................ 66
Notice of Indemnity Claims. If a claim (an “Indemnity Claim”) is to be made by a party entitled to indemnification hereunder against the Indemnifying Party, the party claiming such indemnification shall give written notice (an “Indemnity Claim Notice”) to the Indemnifying Party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Article VIII.
