Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.
(b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifyin...
Notice of Loss; Third Party Claims. The provisions of Section 12.07 of the Master Agreement shall apply in connection with any claim for a loss under this Section 10 as it relates to the indemnified party and the indemnifying party under this Section 10.
Notice of Loss; Third Party Claims. An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and describing in reasonable detail the facts and circumstances with respect to such Loss.
Notice of Loss; Third Party Claims. An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within [*****] of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not relieve the Indemnifying Party from any of its obligations under this ARTICLE IX, except and only to the extent that the Indemnifying Party was actually prejudiced by the failure to provide such notice.
Notice of Loss; Third Party Claims. (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought. Such notice shall include the facts constituting the basis for such claim for indemnification, the sections of this Agreement upon which such claim for indemnification is then based and an estimate, if possible, of the amount of Losses suffered or reasonably expected to be suffered by the Indemnified Party. The Indemnifying Party shall have a period of thirty (30) days following receipt of such written notice to accept or dispute such claim for indemnification by delivering a written response to the Indemnified Party. If the Indemnifying Party fails to respond to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to accept such claim for indemnification.
Notice of Loss; Third Party Claims. (a) An Indemnitee shall give the Indemnitor (and, prior to the twelve (12)- month anniversary of the Closing Date, the Escrow Agent) written notice of any matter which an
Notice of Loss; Third Party Claims. 40 SECTION 7.06. Tax Treatment. 42 SECTION 7.07. Effect of Investigation. 42 SECTION 7.08. Remedies. 43 ARTICLE VIII. GENERAL PROVISIONS 43 SECTION 8.01. Expenses. 43 SECTION 8.02. Notices. 43 SECTION 8.03. Public Announcements. 45 SECTION 8.04. Severability. 45 SECTION 8.05. Entire Agreement. 45 SECTION 8.06. Assignment. 45 SECTION 8.07. Performance by Purchaser Related Parties. 46 SECTION 8.08. Amendment. 46 SECTION 8.09. Waiver. 46 SECTION 8.10. Force Majeure. 46 SECTION 8.11. No Third Party Beneficiaries. 47 SECTION 8.12. Governing Law; Jurisdiction. 47 SECTION 8.13. Dispute Resolution. 47 SECTION 8.14. Counterparts. 49 SECTION 8.15. Construction; Headings. 49 SECTION 8.16. Specific Performance. 49 A Form of Transfer Agreement B CVAC Sub-License C Know-How License D New License
Notice of Loss; Third Party Claims. A party entitled to indemnification under this Article V (an "Indemnified Party") shall give each party against whom it wishes to seek indemnification under this Article V (an "Indemnifying Party") notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 20 days of the event giving rise to such potential indemnity, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article V.
Notice of Loss; Third Party Claims. An Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of any matter which an Indemnified Party has determined has given, or is reasonably expected to give, rise to a right of indemnification under this Agreement (such notice, a “Claim Notice”), stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any such Claim Notice need only specify such information to the knowledge of the Indemnified Party as of the date of such Claim Notice and shall not limit or prejudice any of the rights or remedies of any Indemnified Party on the basis of any limitations on the information included in such Claim Notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege; provided, further, that failure to promptly provide such Claim Notice shall not limit the obligation of the Indemnifying Party under this Agreement except to the extent such Indemnifying Party is adversely prejudiced thereby.
Notice of Loss; Third Party Claims. Tax Treatment.
