Notice of Losses. As soon as reasonably practicable after an indemnitee (an “Indemnitee”) has actual knowledge of any claim that it has under this Article IX that could reasonably be expected to result in an indemnifiable Loss (a “Claim”), the Indemnitee shall give written notice thereof (a “Claims Notice”) to the party responsible for indemnification (the “Indemnitor”). A Claims Notice must describe the Claim in reasonable detail, and indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Indemnitee. No delay or failure to give a Claims Notice by the Indemnitee pursuant to this Section 9.6(a) will adversely affect any of the other rights or remedies that the Indemnitee has under this Agreement, or alter or relieve an Indemnitor of its obligation to indemnify the applicable Indemnitee except to the extent that they are materially prejudiced thereby. The Indemnitor shall respond to the Indemnitee (a “Claim Response”) within sixty (60) days (the “Response Period”) after the date that the Claims Notice is sent by the Indemnitee. Any Claim Response must specify whether or not the Indemnitor disputes the Claim described in the Claims Notice. If the Indemnitor fails to give a Claim Response within the Response Period, the Indemnitor shall be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnitor elects not to dispute a Claim described in the related Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice will be conclusively deemed to be an obligation of the relevant Indemnitor, and the relevant Indemnitor shall satisfy such obligation within thirty (30) days after the last day of the applicable Response Period the amount specified in the Claims Notice. If the Indemnitor delivers a Claim Response within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, a representative of the Buyer and a representative of the Seller shall promptly meet and use their commercially reasonable efforts to settle the dispute. The Buyer and the Seller shall cooperate with and make available to the other party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes. If the Buyer’s ...
Notice of Losses. If Indemnified Party receives a written notice of Losses that Indemnified Party believes are covered by this Section 13.4, then Indemnified Party shall promptly furnish a copy of such notice to Indemnifying Party. The failure to so provide a copy of the notice to Indemnifying Party shall not excuse Indemnifying Party from its obligations under this Section 13.4; provided, that if Indemnifying Party is unaware of the matters described in the notice and such failure renders unavailable defenses that Indemnifying Party might otherwise assert, or precludes actions that Indemnifying Party might otherwise take to minimize its obligations hereunder, then Indemnifying Party shall be excused from its obligation to indemnify Indemnified Party against assessments, fines, costs and expenses, if any, which would not have been incurred but for such failure. For example, if Indemnified Party fails to provide Indemnifying Party with a copy of a notice of an obligation covered by the indemnity set out in Sections 13.4(a) and Indemnifying Party is not otherwise already aware of such obligation, and if as a result of such failure Indemnified Party becomes liable for penalties and interest covered by the indemnity in excess of the penalties and interest that would have accrued if Indemnifying Party had been promptly provided with a copy of the notice, then Indemnifying Party will be excused from any obligation to Indemnified Party to pay the excess and Indemnified Party shall indemnify Indemnifying Party with respect to any such excess.
Notice of Losses. 15 ARTICLE VI.
Notice of Losses. A. Plan shall use its best efforts to give Reinsurer notice of Losses or potential Losses immediately when Plan has reason to believe that a claim under this Agreement will occur and no later than within thirty (30) days from the date on which the Plan has reason to believe a Loss has occurred or is likely to occur.
Notice of Losses. If an Indemnified Person believes that it has suffered or is likely to suffer any Losses against which it is indemnified pursuant hereto, it shall notify the Shareholders promptly in writing describing such Losses, the amount thereof, if known, and the method of computation of such Losses, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Losses have occurred. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as Losses under this Article IX, any such Indemnified Person shall promptly notify Principal Shareholder of such action or suit. The failure of any Indemnified Person to give notice as provided herein shall not relieve Principal Shareholder of her obligations under this Article IX unless such failure results in actual detriment to such Shareholder, and only to the extent of such detriment. (a) In calculating any Losses (i) there shall be no reduction for any tax benefits with respect to any Losses; and (ii) there shall be no increase for taxes imposed upon the receipt of any indemnity payment with respect to any Losses. (b) The amount to which an Indemnitee shall be entitled under this Article IX shall be determined (i) by written agreement between the Indemnified Person and Principal Shareholder; or (ii) if the Indemnified Person and Principal Shareholder are unable to agree as to any claim for indemnification hereunder within thirty (30) days after one party delivers to the other a written notice invoking the mediation and arbitration provisions of Section 9.6, below, then the matter shall be referred for such mediation and arbitration thereunder. 9.4
Notice of Losses. (a) If an Indemnified Person believes that it has suffered or is likely to suffer any Losses against which it is indemnified pursuant hereto, it shall notify the Shareholders promptly in writing describing such Losses, the amount thereof, if known, and the method of computation of such Losses, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Losses have occurred. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as Losses under this Article IX, any such Indemnified Person shall promptly notify the Shareholders of such action or suit. The failure of any Indemnified Person to give notice as provided herein shall not relieve any Shareholder of his respective obligations under this Article IX unless such failure results in actual detriment to such Shareholder, and only to the extent of such detriment.
Notice of Losses. Subject to the limitations set forth in this Agreement, if an Indemnified Party believes in good faith that it has a claim (a “Claim”), the Indemnified Party shall, promptly after it becomes aware of such Claim but in any event prior to the Indemnification Termination Date, if applicable, notify the Indemnifying Party of such Claim by means of a written notice specifying the nature, circumstances and amount of such Claim accompanied by an affidavit of an officer of the Indemnified Party setting forth with reasonable particularity the underlying facts actually known or in good faith believed by the affiant to exist sufficient to establish, as of the date of such affidavit, the basis for the Claim and setting forth the Indemnified Party’s good faith calculation of the Losses incurred with respect thereto, and including copies of all written documentation in the possession of the Indemnified Parties relating to the circumstances or events giving rise to such Claim (a “Claim Notice”). The failure by an Indemnified Party to promptly deliver a Claim Notice under this Section 6.7(a) will not adversely affect the Indemnified Parties’ right to indemnification hereunder except to the extent that the Indemnifying Parties are materially prejudiced thereby.
Notice of Losses. 33 SECTION 7.4 Third Party Claims...........................................33 SECTION 7.5 No Recourse Against Company..................................34 ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER..................................34 SECTION 8.1 Termination..................................................34 SECTION 8.2 Effect of Termination........................................35 SECTION 8.3 Amendment....................................................35 SECTION 8.4 Extension; Waiver............................................36
Notice of Losses. As soon as is reasonably practicable after the Seller or either of the Buyers has actual knowledge of any Losses for which indemnification is available under SECTION 7.1(A) or SECTION 7.2 (a "CLAIM"), such party shall give written notice thereof (a "CLAIM NOTICE") to the other parties. A Claim Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated as necessary and to the extent feasible) of the Loss that has been or will be suffered by the Indemnified Party. No delay in or failure to give a Claim Notice by the Indemnified Party to the Indemnifying Party will adversely affect any other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.
Notice of Losses. If a Loss is asserted against a Party for which the other Party may have an obligation of indemnity and defense (whether under this Article 14 or any other provision of this Agreement), the Party seeking indemnification (“Indemnified Party”) shall give the Party from which the Indemnified Party seeks indemnification (“Indemnifying Party”) prompt written notice of the Loss, setting forth the particulars associated with the Loss (including a copy of the written Loss, if any) as then known by the Indemnified Party (“Loss Notice”).
