Common use of Notice of Indemnity Claims Clause in Contracts

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. If a party intends to assert a claim for indemnification (an "Indemnified Party becomes aware of a Loss or potential Loss in respect of which an Indemnifying Party has agreed to indemnify it Party") under this Article 6IX (an "Indemnity Claim"), the Indemnified Party will promptly give written shall provide notice of such Indemnity Claim to the party from whom indemnification is sought (an “the "Indemnifying Party") within sixty days after becoming aware of such Indemnity Notice”) Claim. The failure to receive such notice shall not relieve the Indemnifying Party from any liability in respect of such claim unless and to the extent that the Indemnifying Party shall be prevented from curing such situation as a direct result of its failure to receive timely notice. At the time the Indemnity Claim is made and thereafter, the Indemnified Party shall provide the Indemnifying Party with copies of any materials in its possession describing the facts or potential Claim containing information providing the basis for indemnification (an “the Indemnity Claim”) to . If the Indemnity Claim involves a -56- claim by a third party (a "Third Party Indemnity Claim"), the Indemnifying PartyParty may assume and control at its expense the defense of the claim by the third party, provided that the Indemnifying Party agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold the Indemnified Party harmless in accordance with the terms of this Article IX; and provided, further, that the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense. 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 Indemnifying Party to deliver assume the defense of any such claim shall not affect any indemnification obligation under this Agreement. Neither an Indemnity Notice Indemnified Party nor an Indemnifying Party shall settle a claim, suit, action or such information, documentation or notices to any proceeding without the consent of the Sellersother party, which shall not unreasonably be withheld. An Indemnity Notice must specify whether A party shall not be liable under this Article IX for any such settlement effected without its consent. In the Indemnity Claim arises as the result event an Indemnified Party fails to consent to a settlement of a Third Party Claim or whether recommended by the Indemnity Claim is a Direct ClaimIndemnifying Party, 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 then the amount of indemnification payable with respect to such Third Party Claim shall not exceed the Indemnity Claim, if known; and 6.7.3 if amount of such settlement offer plus all Losses incurred with respect to such claim prior to the date the Indemnified Party is a Buyer Indemnified Party, rejected 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’ Representativesettlement offer.

Notice of Indemnity Claims. If a party intends to assert a claim for indemnification (an "Indemnified Party becomes aware of a Loss or potential Loss in respect of which an Indemnifying Party has agreed to indemnify it Party") under this Article 6IX (an "Indemnity Claim"), the Indemnified Party will shall promptly give written provide notice of such Indemnity Claim, to the party from whom indemnification is sought (an “the "Indemnifying Party") (and in any event within fifteen (15) days after becoming aware of such Indemnity Notice”) Claim). The failure to receive such notice shall not relieve the Indemnifying Party from any liability in respect of such claim unless and to the extent that the Indemnifying Party shall be prevented from curing such situation as a direct result of its failure to receive timely notice. At the time the Indemnity Claim is made and thereafter, the Indemnified Party shall provide the Indemnifying Party with copies of any materials in its possession describing the facts or potential Claim containing information providing the basis for indemnification (an “the Indemnity Claim”) to . If the Indemnity Claim involves a claim by a third party (a "Third Party Indemnity Claim"), the Indemnifying PartyParty may assume and control at its expense the defense of the claim by the third party, provided that the Indemnifying Party agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold the Indemnified Party harmless in accordance with the terms of this Article IX; and provided, further, that the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense. 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 Indemnifying Party to deliver assume the defense of any such claim shall not affect any indemnification obligation under this Agreement. Neither an Indemnity Notice Indemnified Party nor an Indemnifying Party shall settle a claim, suit, action or such information, documentation or notices to any proceeding without the consent of the Sellersother party, which shall not unreasonably be withheld. An Indemnity Notice must specify whether A party shall not be liable under this Article IX for any such settlement effected without its consent. In the Indemnity Claim arises as the result event an Indemnified Party fails to consent to a settlement of a Third Party Claim or whether recommended by the Indemnity Claim is a Direct ClaimIndemnifying Party, 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 then the amount of indemnification payable with respect to such Third Party Claim shall not exceed the Indemnity Claim, if known; and 6.7.3 if amount of such settlement offer plus all Losses incurred with respect to such claim prior to the date the Indemnified Party is a Buyer Indemnified Party, rejected 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’ Representativesettlement offer.

Notice of Indemnity Claims. If a party intends to assert a claim for indemnification (an "Indemnified Party becomes aware of a Loss or potential Loss in respect of which an Indemnifying Party has agreed to indemnify it Party") under this Article 6X (an "Indemnity Claim"), the Indemnified Party will shall promptly give written provide notice of such Indemnity Claim, to the party from whom indemnification is sought (an “the "Indemnifying Party") (and in any event within fifteen (15) days after becoming aware of such Indemnity Notice”) Claim). The failure to receive such notice shall not relieve the Indemnifying Party from any liability in respect of such claim unless and to the extent that the Indemnifying Party shall be prevented from curing such situation as a direct result of its failure to receive timely notice. At the time the Indemnity Claim is made and thereafter, the Indemnified Party shall provide the Indemnifying Party with copies of any materials in its possession describing the facts or potential Claim containing information providing the basis for indemnification (an “the Indemnity Claim”) to . If the Indemnity Claim involves a claim by a third party (a "Third Party Indemnity Claim"), the Indemnifying PartyParty may assume and control at its expense the defense of the claim by the third party, provided that the Indemnifying Party agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold the Indemnified Party harmless in accordance with the terms of this Article X; and provided, further, that the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense. 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 Indemnifying Party to deliver assume the defense of any such claim shall not affect any indemnification obligation under this Agreement. Neither an Indemnity Notice Indemnified Party nor an Indemnifying Party shall settle a claim, suit, action or such information, documentation or notices to any proceeding without the consent of the Sellersother party, which shall not unreasonably be withheld. An Indemnity Notice must specify whether A party shall not be liable under this Article X for any such settlement effected without its consent. In the Indemnity Claim arises as the result event an Indemnified Party fails to consent to a settlement of a Third Party Claim or whether recommended by the Indemnity Claim is a Direct ClaimIndemnifying Party, 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 then the amount of indemnification payable with respect to such Third Party Claim shall not exceed the Indemnity Claim, if known; and 6.7.3 if amount of such settlement offer plus all Losses incurred with respect to such claim prior to the date the Indemnified Party is a Buyer Indemnified Party, rejected 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’ Representativesettlement offer.

Notice of Indemnity Claims. If a party intends to assert a claim for indemnification (an "Indemnified Party becomes aware of a Loss or potential Loss in respect of which an Indemnifying Party has agreed to indemnify it Party") under this Article 6X (an "Indemnity Claim"), the Indemnified Party will shall promptly give written provide notice of such Indemnity Claim, to the party from whom indemnification is sought (an “the "Indemnifying Party") (and in any event within 15 days after becoming aware of such Indemnity Notice”) Claim). The failure to receive such notice shall not relieve the Indemnifying Party from any liability in respect of such claim unless and to the extent that the Indemnifying Party shall be prevented from curing such situation as a direct result of its failure to receive timely notice. At the time the Indemnity Claim is made and thereafter, the Indemnified Party shall provide the Indemnifying Party with copies of any materials in its possession describing the facts or potential Claim containing information providing the basis for indemnification (an “the Indemnity Claim”) to . If the Indemnity Claim involves a claim by a third party (a "Third Party Indemnity Claim"), the Indemnifying PartyParty may assume and control at its expense the defense of the claim by the third party, provided that the Indemnifying Party agrees in writing with respect to such Third Party Indemnity Claim that it is obligated hereunder to indemnify and hold the Indemnified Party harmless in accordance with the terms of this Article X; and provided, further, that the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense. 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 Indemnifying Party to deliver assume the defense of any such claim shall not affect any indemnification obligation under this Agreement. Neither an Indemnity Notice Indemnified Party nor an Indemnifying Party shall settle a claim, suit, action or such information, documentation or notices to any proceeding without the consent of the Sellersother party, which shall not unreasonably be withheld. An Indemnity Notice must specify whether A party shall not be liable under this Article X for any such settlement effected without its consent. In the Indemnity Claim arises as the result event an Indemnified Party fails to consent to a settlement of a Third Party Claim or whether recommended by the Indemnity Claim is a Direct ClaimIndemnifying Party, 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 then the amount of indemnification payable with respect to such Third Party Claim shall not exceed the Indemnity Claim, if known; and 6.7.3 if amount of such settlement offer plus all Losses incurred with respect to such claim prior to the date the Indemnified Party is a Buyer Indemnified Party, rejected 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’ Representativesettlement offer.

Notice of Indemnity Claims. (a) 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 WOC Indemnified Party intends to set-off against Milestone Payments and Earnout Paymentsassert a WOC Claim, in each case if known and subject the WOC Indemnified Party intending to assert such WOC Claim shall promptly provide Clissold with notice of such WOC Claim as soon as reasonably practicable after becoming aware of a WOC Claim; provided that the failure of WOC Indemnified Party to give notice shall not relieve Clissold of its obligations under this Article V, except to the Indemnified Party’s right to modify extent (if any) 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 Clissold shall have been prejudiced thereby. (b) If Clissold does not receive an Indemnity Notice object in writing to such indemnification claim within 30 calendar days of an Indemnity Claim in time to effectively contest the determination of any liability capable of being contestedreceiving notice thereof, the Indemnifying WOC Indemnified Party will shall be entitled to set off against recover promptly from Clissold the amount claimed by the Indemnified Party of such claim (but such recovery shall not limit the amount of any Loss incurred additional indemnification to which WOC Indemnified Party may be entitled pursuant to this Agreement), and no later objection by Clissold shall be permitted. If Clissold agrees that it has an indemnification obligation but objects that it is obligated to pay only a lesser amount, WOC Indemnified Party shall nevertheless be entitled to recover promptly from Clissold (and Clissold shall promptly pay) the Indemnifying Party resulting from the lesser amount, without prejudice to WOC Indemnified Party’s failure 's claim for the difference. (c) Clissold may, at its own expense, participate in the defense of any claim, suit, action or proceeding and upon notice to give an Indemnity Notice on a timely basis. For greater certainty, an WOC Indemnified Party and Clissold's delivering to WOC Indemnified Party a written agreement (without reservation or condition) that is a Seller will be deemed WOC Indemnified Party entitled to have received an Indemnity Notice from the Buyer once the Indemnity Notice is delivered indemnification pursuant to the Sellers’ Representative.this