Common use of Notice of Losses by Buyer Indemnitee Clause in Contracts

Notice of Losses by Buyer Indemnitee. As soon as reasonably practicable after a Buyer Indemnitee has knowledge of any claim pursuant to Section 9.3 (but in any event within 30 days) that may result in a loss (a “Buyer Claim”), then Buyer shall give notice thereof (a “Buyer Claim Notice” and together with a Claims Notice, a “Loss Notice”) to Seller. A Buyer Claim Notice must describe the Buyer Claim in reasonable detail, include written evidence thereof and set forth Buyer’s good faith calculation of the loss that has been suffered by a Buyer Indemnitee. No delay in or failure to give a Buyer Claims Notice by Buyer to Seller pursuant to this Section 9.6 will adversely affect any of the other rights or remedies that a Buyer Indemnitee has under this Agreement, or alter or relieve the Seller Indemnifying Parties of their obligation to indemnify a Buyer Indemnitee subject to the limitations set forth in this ARTICLE IX, except to the extent that Seller is materially prejudiced thereby. Seller shall respond to Buyer (a “Dispute Notice”) within 30 days (the “Dispute Period”) after the date the Buyer Claim Notice is received by Seller. Any Dispute Notice must specify whether Seller disputes a Buyer Claim described in a Buyer Claim Notice (or the amount of losses set forth therein). If Seller fails to give a Dispute Notice within the Dispute Period, Seller will be deemed not to dispute the Buyer Claim described in the Buyer Claim Notice. If Seller elects not to dispute a Buyer Claim described in a Buyer Claim Notice, whether by failing to give a timely Dispute Notice or otherwise, then the amount of losses alleged in such Buyer Claim Notice with respect to such undisputed Buyer Claim will be conclusively deemed to be an obligation of the Seller Indemnifying Parties, and the Seller Indemnifying Parties shall pay, in cash, to Buyer (for the benefit of the applicable Buyer Indemnitee(s)) within 10 days after the last day of the applicable Dispute Period, the amount specified in the Buyer Claim Notice with respect to such undisputed Buyer Claim. If Seller delivers a Dispute Notice to Buyer within the Dispute Period, Buyer and Seller shall promptly meet and use their commercially reasonable efforts to settle the dispute. If Buyer and Seller are unable to reach an agreement within 30 days after Buyer receives such Dispute Notice, then, notwithstanding any other provision in this Agreement to the contrary (including, without limitation, Section 9.4), either Buyer or Seller may submit the controversy to binding arbitration administered by the American Arbitration Association, and such arbitration proceedings shall be administered in Chicago, Illinois. For all purposes of this ARTICLE IX (including those pertaining to disputes under Section 9.6(a) and this Section 9.6(b)), Buyer and Seller shall cooperate with each other and their respective representatives and make available to each other and their respective representatives all information, records and data, and shall permit reasonable access to their respective facilities and personnel, as may be reasonably required in connection with the resolution of such disputes.

Notice of Losses by Buyer Indemnitee. As soon as reasonably practicable after a Buyer Indemnitee has knowledge party claiming a right of indemnification hereunder (each, an "INDEMNITEE") from a Party to this Agreement (each, an "INDEMNITOR") becomes aware of any claim pursuant to that it has under Section 9.3 (but in any event within 30 days) 9.2 or Section 9.3, as applicable, that may result in a loss Loss (a “Buyer Claim”"CLAIM"), then Buyer the Indemnitee shall give written notice thereof (a “Buyer Claim Notice” and together with a Claims Notice, a “Loss Notice”"CLAIMS NOTICE") to Sellerthe Indemnitor. A Buyer Claim Claims Notice must describe the Buyer Claim in reasonable detail, include written evidence thereof and set forth Buyer’s good faith calculation indicate the amount (estimated, as necessary) of the loss Loss that has been or may be suffered by a Buyer the applicable Indemnitee. No delay in or failure to give a Buyer Claims Notice by Buyer an Indemnitee to Seller an Indemnitor pursuant to this Section 9.6 9.5(a) will adversely affect any of the other rights or remedies that a Buyer Indemnitee such Party has under this Agreement, or alter or relieve the Seller Indemnifying Parties other Party of their its obligation to indemnify a Buyer Indemnitee subject to the limitations set forth in this ARTICLE IXapplicable Indemnitee, except to the extent that Seller the Indemnitor is materially prejudiced thereby. Seller The Indemnitor shall respond to Buyer the Indemnitee (a “Dispute Notice”"CLAIM RESPONSE") within 30 thirty (30) days (the “Dispute Period”"CLAIM RESPONSE PERIOD") after the date that the Buyer Claim Claims Notice is received sent by Sellerthe Indemnitee. Any Dispute Notice Claim Response must specify whether Seller or not the Indemnitor disputes a Buyer the Claim described in a Buyer Claim Notice (or the amount of losses set forth therein)such Claims Notice. If Seller the Indemnitor fails to give a Dispute Notice Claim Response within the Dispute Claim Response Period, Seller the Indemnitor will be deemed not to dispute the Buyer Claim described in the Buyer Claim related Claims Notice. If Seller the Indemnitor elects not to dispute a Buyer Claim described in a Buyer Claim Claims Notice, whether by failing to give a timely Dispute Notice Claim Response or otherwise, then the amount of losses Losses alleged in such Buyer Claim Claims Notice with respect to such undisputed Buyer Claim will be conclusively deemed to be an obligation of the Seller Indemnifying PartiesIndemnitor, and the Seller Indemnifying Parties Indemnitor shall pay, in cash, to Buyer the Indemnitee within five (for the benefit of the applicable Buyer Indemnitee(s)5) within 10 days after the last day of the applicable Dispute Period, Claim Response Period the amount specified in the Buyer Claim Notice with respect to such undisputed Buyer ClaimClaims Notice. If Seller the Indemnitor delivers a Dispute Notice to Buyer Claim Response within the Dispute PeriodClaim Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, Buyer the Indemnitor and Seller the Indemnitee shall promptly meet and use their commercially reasonable efforts attempt to settle the dispute. If Buyer the Indemnitor and Seller the Indemnitee are able to reach agreement within thirty (30) days after the conclusion of the Claim Response Period, the amount of Losses, if any, agreed upon will conclusively be deemed an obligation of the Indemnitor, and the Indemnitor shall pay in cash to the Indemnitee within five (5) days after such agreement the amount of Losses so agreed upon. If the Indemnitor and the Indemnitee are unable to reach an agreement within 30 thirty (30) days after Buyer receives such Dispute Noticethe conclusion of the Claim Response Period, then, notwithstanding any then either the Indemnitor or the Indemnitee may resort to other provision legal remedies subject to the limitations set forth in this Agreement to the contrary (including, without limitation, Section 9.4), either Buyer or Seller may submit the controversy to binding arbitration administered by the American Arbitration Association, and such arbitration proceedings shall be administered in Chicago, Illinois. For all purposes of this ARTICLE IX (including those pertaining to disputes under Section 9.6(a) and this Section 9.6(b)), Buyer and Seller shall cooperate with each other and their respective representatives and make available to each other and their respective representatives all information, records and data, and shall permit reasonable access to their respective facilities and personnel, as may be reasonably required in connection with the resolution of such disputesArticle IX.

Notice of Losses by Buyer Indemnitee. (a) As soon as is reasonably practicable after a Buyer Indemnitee has first obtains actual knowledge of any claim Loss for which such Buyer Indemnitee would be entitled to bring a claim, action or suit pursuant to Section 9.3 Sections 9.2(a) or (but in any event within 30 daysb) that may result in a loss Loss (other than a Third Party Claim) (a “Buyer Claim”), then Buyer shall give notice thereof (a “Buyer Claim Notice” and together with a Claims Notice, a “Loss Notice”) to Seller. A Buyer Claim Notice must describe the Buyer Claim in reasonable detail, include written evidence thereof detail (including the specific section reference in the Agreement giving rise to such Buyer Claim and the nature of the Loss that has been suffered by a Buyer Indemnitee) and set forth Buyer’s good faith calculation of the loss Loss that has been suffered by a such Buyer Indemnitee. No delay in giving or failure to give a Buyer Claims Claim Notice by Buyer to Seller pursuant to this Section 9.6 9.4(a) will adversely affect any of the other rights or remedies that a Buyer Indemnitee has under this Agreement, or alter or relieve the Seller Indemnifying Parties of their obligation to indemnify a Buyer Indemnitee subject to the limitations set forth in this ARTICLE IX, except to the extent that Seller is materially actually prejudiced thereby. Seller shall respond to Buyer (a “Dispute Notice”) within 30 thirty (30) days (the “Dispute Period”) after the date the Buyer Claim Notice is received by Seller. Any Dispute Notice must specify whether Seller disputes a Buyer Claim described in a Buyer Claim Notice (or the amount of losses Losses set forth therein). If Seller fails to give a Dispute Notice within the Dispute Period, Seller will be deemed not to dispute the Buyer Claim described in the Buyer Claim NoticeNotice to the extent of the nature and amount of the Loss specified therein. If Seller elects not to dispute a Buyer Claim described in a Buyer Claim Notice, whether by failing to give a timely Dispute Notice or otherwise, then the amount of losses alleged in has been deemed not to dispute such Buyer Claim Notice with respect pursuant to such undisputed Buyer Claim will this Section 9.4(a), then payment shall be conclusively deemed promptly made to be an obligation of the Seller Indemnifying Parties, and the Seller Indemnifying Parties shall pay, in cash, to Buyer (for the benefit of the applicable Buyer Indemnitee(s)) within 10 days after the last day of the applicable Dispute PeriodIndemnitee in accordance with, the amount specified in the Buyer Claim Notice with respect to such undisputed Buyer Claim. If Seller delivers a Dispute Notice to Buyer within the Dispute Period, Buyer and Seller shall promptly meet and use their commercially reasonable efforts to settle the dispute. If Buyer and Seller are unable to reach an agreement within 30 days after Buyer receives such Dispute Notice, then, notwithstanding any other provision in this Agreement subject to the contrary (includinglimitations contained in, without limitation, Section 9.4), either Buyer or Seller may submit the controversy to binding arbitration administered by the American Arbitration Association, and such arbitration proceedings shall be administered in Chicago, Illinois. For all purposes of this ARTICLE IX (including those pertaining to disputes under Section 9.6(a) and this Section 9.6(b)), Buyer and Seller shall cooperate with each other and their respective representatives and make available to each other and their respective representatives all information, records and data, and shall permit reasonable access to their respective facilities and personnel, as may be reasonably required in connection with the resolution of such disputesArticle 9.

Notice of Losses by Buyer Indemnitee. As soon as reasonably practicable after a Buyer Indemnitee has actual knowledge of any claim pursuant to Section 9.3 (but in any event within 30 days) that may result in a loss (a “Buyer Claim”), then Buyer shall give notice thereof (a “Buyer Claim Notice” and together with a Claims Notice, a “Loss Notice”) to Seller. A Buyer Claim Notice must describe the Buyer Claim in reasonable detail, include written evidence thereof and set forth Buyer’s good faith calculation of the loss that has been suffered by a Buyer Indemnitee. No delay in or failure to give a Buyer Claims Notice by Buyer to Seller pursuant to this Section 9.6 9.6(b) will adversely affect any of the other rights or remedies that a Buyer Indemnitee has under this Agreement, or alter or relieve the Seller Indemnifying Parties of their its obligation to indemnify a Buyer Indemnitee subject to the limitations set forth in this ARTICLE IX, except to the extent that Seller is materially prejudiced thereby. Seller shall respond to Buyer (a “Dispute Notice”) within 30 days (the “Dispute Period”) after the date the Buyer Claim Notice is received by Seller. Any Dispute Notice must specify whether Seller disputes a Buyer Claim described in a Buyer Claim Notice (or the amount of losses set forth therein). If Seller fails to give a Dispute Notice within the Dispute Period, Seller will be deemed not to dispute the Buyer Claim described in the Buyer Claim Notice. If Seller elects not to dispute a Buyer Claim described in a Buyer Claim Notice, whether by failing to give a timely Dispute Notice or otherwise, then the amount of losses alleged in such Buyer Claim Claims Notice with respect to such undisputed Buyer Claim will be conclusively deemed to be an obligation of the Seller Indemnifying PartiesSeller, and the Seller Indemnifying Parties shall pay, in cash, to Buyer (for the benefit of the applicable Buyer Indemnitee(s)) within 10 days after the last day of the applicable Dispute Response Period, the amount specified in the Buyer Claim Claims Notice with respect to such undisputed Buyer Claim. If Seller delivers a Dispute Notice to Buyer within the Dispute Period, Buyer and Seller shall promptly meet and use their commercially reasonable efforts to settle the disputedispute as to whether and to what extent the Buyer Indemnitees are entitled to reimbursement on account of such Buyer Claim. If Buyer and Seller are unable to reach an agreement within 30 days after Buyer receives such Dispute Notice, then, notwithstanding any other provision in this Agreement to the contrary (including, without limitation, Section 9.4), then either Buyer or Seller may submit resort to other legal remedies subject to the controversy to binding arbitration administered by the American Arbitration Association, and such arbitration proceedings shall be administered limitations contained in Chicago, Illinoisthis ARTICLE IX. For all purposes of this ARTICLE IX (including those pertaining to disputes under Section 9.6(a) and this Section 9.6(b)), Buyer and Seller shall cooperate with each other and their respective representatives with, and make available to to, each other and their respective representatives all information, records and data, and shall permit reasonable access to their respective facilities and personnel, as may be reasonably required in connection with the resolution of such disputes.