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

Notice of Losses by CHC Indemnitee. As soon as reasonably practicable after a CHC Indemnitee has actual knowledge of any claim pursuant to Section 7.2(a) that may result in a Loss (a “CHC Claim”) but in no event more than fifteen (15) days after becoming aware of such CHC Claim, then CHC shall give notice thereof (a “CHC Claim Notice” and together with a Claims Notice, a “Notice”) to the Members’ Representative. A CHC Claim Notice must describe the CHC Claim in reasonable detail, including which section of this Agreement was breached, and set forth CHC’s good faith calculation of the Loss that has been suffered by a CHC Indemnitee. No delay in or failure to give a CHC Claims Notice by CHC to the Members’ Representative pursuant to this Section 7.5(b) will adversely affect any of the rights or remedies that a CHC Indemnitee has under this Agreement, except to the extent that the Skyline Members and/or Members’ Representative is materially prejudiced thereby. The Members’ Representative shall respond to CHC (a “Dispute Notice”) within 30 calendar days (the “Dispute Period”) after the date the CHC Claim Notice is received by the Members’ Representative. Any Dispute Notice must specify whether the Members’ Representative disputes a CHC Claim described in a CHC Claim Notice (or the amount of Losses set forth therein). If the Members’ Representative fails to give a Dispute Notice within the Dispute Period, the Members’ Representative will be deemed not to dispute the CHC Claim described in the CHC Claim Notice. If the Members’ Representative elects not to dispute a CHC Claim described in a CHC Claim Notice, then CHC shall be entitled to recover from the Skyline Members the amount of Losses specified in the CHC Claim Notice, subject to the limitations contained in this ARTICLE VII. If the Members’ Representative delivers a Dispute Notice to CHC within the Dispute Period, CHC and the Members’ Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute as to whether and to what extent the CHC Indemnitees are entitled to indemnification on account of such CHC Claim. In connection with the commencement of any arbitration proceedings pursuant to Section 7.5(c), upon either (i) receipt of the final binding decision of the Arbitrator with respect to the subject matter of a Dispute Notice or (ii) written agreement of CHC and Members’ Representative with respect to the resolution of the subject matter of a Dispute Notice, CHC shall be entitled to recover from the Skyline Members an amount of Losses in accordance with such determination or resolution, subject to the limitations contained in this ARTICLE VII.

Notice of Losses by CHC Indemnitee. As soon as reasonably practicable after a CHC Indemnitee has actual knowledge of any claim pursuant to Section 7.2(a) that may result in a Loss (a “CHC Claim”) but in no event more than fifteen (15) days after becoming aware of such CHC Claim), then CHC shall give notice thereof (a “CHC Claim Notice” and together with a Claims Notice, a “Notice”) to the MembersStockholders’ Representative. A CHC Claim Notice must describe the CHC Claim in reasonable detail, including which section of this Agreement was breached, detail and set forth CHC’s good faith calculation of the Loss that has been suffered by a CHC Indemnitee. No delay in or failure to give a CHC Claims Notice by CHC to the MembersStockholders’ Representative pursuant to this Section 7.5(b) will adversely affect any of the rights or remedies that a CHC Indemnitee has under this Agreement, except to the extent that the Skyline Members Stockholders and/or MembersStockholders’ Representative is materially prejudiced thereby. The MembersStockholders’ Representative shall respond to CHC (a “Dispute Notice”) within 30 calendar days (the “Dispute Period”) after the date the CHC Claim Notice is received by the MembersStockholders’ Representative. Any Dispute Notice must specify whether the MembersStockholders’ Representative disputes a CHC Claim described in a CHC Claim Notice (or the amount of Losses set forth therein). If the MembersStockholders’ Representative fails to give a Dispute Notice within the Dispute Period, the MembersStockholders’ Representative will be deemed not to dispute the CHC Claim described in the CHC Claim Notice. If the MembersStockholders’ Representative elects not to dispute a CHC Claim described in a CHC Claim Notice, then CHC shall be entitled to recover from the Skyline Members Stockholders the amount of Losses specified in the CHC Claim Notice, subject to the limitations contained in this ARTICLE VII. If the MembersStockholders’ Representative delivers a Dispute Notice to CHC within the Dispute Period or fails to give a Dispute Notice within the Dispute Period, CHC and the MembersStockholders’ Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute as to whether and to what extent the CHC Indemnitees are entitled to indemnification on account of such CHC Claim. If CHC and the Stockholders’ Representative are unable to reach agreement within 30 days after CHC receives such Dispute Notice, then either CHC or the Stockholders’ Representative may resort to other legal remedies, subject to the limitations set forth in this ARTICLE VII. In connection with the commencement assertion of any arbitration proceedings pursuant to Section 7.5(c)such other legal remedies, upon either (i) receipt of the a non-appealable final binding decision order of the Arbitrator a court of competent jurisdiction with respect to the subject matter of a Dispute Notice or (ii) written agreement of CHC and MembersStockholders’ Representative with respect to the resolution of the subject matter of a Dispute Notice, CHC shall be entitled to recover from the Skyline Members Stockholders an amount of Losses in accordance with such determination or resolution, subject to the limitations contained in this ARTICLE VII.

Notice of Losses by CHC Indemnitee. As soon as reasonably practicable after a CHC Indemnitee has actual knowledge of any claim pursuant to Section 7.2(a10.2(a) that may result in a Loss (a “CHC Claim”) but in no event more than fifteen (15) days after becoming aware of such CHC Claim), then CHC shall give notice thereof (a “CHC Claim Notice” and together with a Claims Notice, a “Notice”) to the MembersShareholders’ Representative. A CHC Claim Notice must describe the CHC Claim in reasonable detail, including which section of this Agreement was breached, detail and set forth CHC’s good faith calculation of the Loss that has been suffered by a CHC Indemnitee. No delay in or failure to give a CHC Claims Notice by CHC to the MembersShareholders’ Representative pursuant to this Section 7.5(b10.5(b) will adversely affect any of the rights or remedies that a CHC Indemnitee has under this Agreement, except to the extent that the Skyline Members SNL Indemnifying Parties and/or MembersShareholders’ Representative is materially prejudiced thereby. The MembersShareholders’ Representative shall respond to CHC (a “Dispute Notice”) within 30 calendar thirty (30) days (the “Dispute Period”) after the date the CHC Claim Notice is received by the MembersShareholders’ Representative. Any Dispute Notice must specify whether the MembersShareholders’ Representative disputes a CHC Claim described in a CHC Claim Notice (or the amount of Losses set forth therein). If the MembersShareholders’ Representative fails to give a Dispute Notice within the Dispute Period, the MembersShareholders’ Representative will be deemed not to dispute the CHC Claim described in the CHC Claim Notice. If the MembersShareholders’ Representative elects not to dispute a CHC Claim described in a CHC Claim Notice, then CHC shall be entitled to recover from the Skyline Members SNL Indemnifying Parties the amount of Losses specified in the CHC Claim Notice, subject to the limitations contained in this ARTICLE VII. X. If the MembersShareholders’ Representative delivers a Dispute Notice to CHC within the Dispute Period or fails to give a Dispute Notice within the Dispute Period, CHC and the MembersShareholders’ Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute as to whether and to what extent the CHC Indemnitees are entitled to indemnification on account of such CHC Claim. If CHC and the Shareholders’ Representative are unable to reach agreement within thirty (30) days after CHC receives such Dispute Notice, then either CHC or the Shareholders’ Representative may resort to other legal remedies, subject to the limitations set forth in this ARTICLE X. In connection with the commencement assertion of any arbitration proceedings pursuant to Section 7.5(c)such other legal remedies, upon either (i) receipt of the a non-appealable final binding decision order of the Arbitrator a court of competent jurisdiction with respect to the subject matter of a Dispute Notice or (ii) written agreement of CHC and MembersShareholders’ Representative with respect to the resolution of the subject matter of a Dispute Notice, CHC shall be entitled to recover from the Skyline Members SNL Indemnifying Parties an amount of Losses in accordance with such determination or resolution, subject to the limitations contained in this ARTICLE VII.X.

Notice of Losses by CHC Indemnitee. As soon as reasonably practicable after a CHC Indemnitee has actual knowledge of any claim pursuant to Section 7.2(a10.2(a) that may result in a Loss (a “CHC Claim”) but in no event more than fifteen (15) days after becoming aware of such CHC Claim), then CHC shall give notice thereof (a “CHC Claim Notice” and together with a Claims Notice, a “Notice”) to the MembersShareholders’ Representative. A CHC Claim Notice must describe the CHC Claim in reasonable detail, including which section of this Agreement was breached, detail and set forth CHC’s good faith calculation of the Loss that has been suffered by a CHC Indemnitee. No delay in or failure to give a CHC Claims Notice by CHC to the MembersShareholders’ Representative pursuant to this Section 7.5(b10.5(b) will adversely affect any of the rights or remedies that a CHC Indemnitee has under this Agreement, except to the extent that the Skyline Members Indemnifying Parties and/or MembersShareholders’ Representative is materially prejudiced thereby. The MembersShareholders’ Representative shall respond to CHC (a “Dispute Notice”) within 30 calendar days (the “Dispute Period”) after the date the CHC Claim Notice is received by the MembersShareholders’ Representative. Any Dispute Notice must specify whether the MembersShareholders’ Representative disputes a CHC Claim described in a CHC Claim Notice (or the amount of Losses set forth therein). If the MembersShareholders’ Representative fails to give a Dispute Notice within the Dispute Period, the MembersShareholders’ Representative will be deemed not to dispute the CHC Claim described in the CHC Claim Notice. If the MembersShareholders’ Representative elects not to dispute a CHC Claim described in a CHC Claim Notice, then CHC shall be entitled to recover from the Skyline Members Indemnifying Parties the amount of Losses specified in the CHC Claim Notice, subject to the limitations contained in this ARTICLE VII. X. If the MembersShareholders’ Representative delivers a Dispute Notice to CHC within the Dispute Period or fails to give a Dispute Notice within the Dispute Period, CHC and the MembersShareholders’ Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute as to whether and to what extent the CHC Indemnitees are entitled to indemnification on account of such CHC Claim. If CHC and the Shareholders’ Representative are unable to reach agreement within 30 days after CHC receives such Dispute Notice, then either CHC or the Shareholders’ Representative may resort to other legal remedies, subject to the limitations set forth in this ARTICLE X. In connection with the commencement assertion of any arbitration proceedings pursuant to Section 7.5(c)such other legal remedies, upon either (i) receipt of the a non-appealable final binding decision order of the Arbitrator a court of competent jurisdiction with respect to the subject matter of a Dispute Notice or (ii) written agreement of CHC and MembersShareholders’ Representative with respect to the resolution of the subject matter of a Dispute Notice, CHC shall be entitled to recover from the Skyline Members Indemnifying Parties an amount of Losses in accordance with such determination or resolution, subject to the limitations contained in this ARTICLE VII.X.