Common use of Notice of Losses Clause in Contracts

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 representative and the Seller’s representative are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Buyer or the Seller may resort to other legal remedies subject to the limitations set forth in this Article IX and the provisions of Section 10.11.

Notice of Losses. As soon as is reasonably practicable after an indemnitee (an “Indemnitee”) the Sellers or the Buyer has actual knowledge of any claim that it has Losses for which indemnification is available under this Article IX that could reasonably be expected to result in an indemnifiable Loss SECTION 9.1(A) or SECTION 9.2 (a “Claim”"CLAIM"), the Indemnitee such party shall give written notice thereof (a “Claims Notice”"CLAIM NOTICE") to the party responsible for indemnification (the “Indemnitor”)other party. A Claims Claim Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may will be suffered by the applicable IndemniteeIndemnified Party. No delay in or failure to give a Claims Claim Notice by the Indemnitee pursuant Indemnified Party to this Section 9.6(a) the Indemnifying Party will adversely affect any of the other rights or remedies that the Indemnitee Indemnified Party has under this Agreement, or alter or relieve an Indemnitor the Indemnifying Party of its obligation obligations to indemnify the applicable Indemnitee except Indemnified Party to the extent that they are such delay or failure has not materially prejudiced therebythe Indemnifying Party. The Indemnitor Each Indemnifying Party to whom a Claim Notice is given shall respond to the Indemnitee any Indemnified Party that has given a Claim Notice (a “Claim Response”"CLAIM RESPONSE") within sixty thirty (6030) calendar days (the “Response Period”"RESPONSE PERIOD") after the date that the Claims Claim Notice is sent by the Indemniteegiven. Any Claim Response must specify whether or not the Indemnitor Indemnifying Party disputes the Claim described in the Claims Claim Notice. If the Indemnitor any Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnitor shall such Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Claim Notice. If the Indemnitor any Indemnifying Party elects not to dispute a Claim described in the related Claims a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice Claim will be conclusively deemed to be an obligation of such Indemnifying Party and such Indemnifying Party shall pay to the relevant Indemnitor, and the relevant Indemnitor shall satisfy such obligation Indemnified Party within thirty (30) days after the last day of the applicable Response Period the amount specified in the Claims Noticeto which such Indemnified Party is entitled. If the Indemnitor delivers a Claim Response within is disputed, the Response Period indicating that it disputes one parties may pursue any remedies available in Law 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 representative and the Seller’s representative are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Buyer or the Seller may resort to other legal remedies subject to the limitations set forth in this Article IX and the provisions of Section 10.11equity.

Notice of Losses. As soon as is reasonably practicable after an indemnitee (an “Indemnitee”) the Sellers or the Buyer has actual knowledge of any claim that it has Losses for which indemnification is available under this Article IX that could reasonably be expected to result in an indemnifiable Loss SECTION 8.1(a) or SECTION 8.2(a) (a “Claim”"CLAIM"), the Indemnitee such party shall give written notice thereof (a “Claims Notice”"CLAIM NOTICE") to the party responsible for indemnification (the “Indemnitor”)other party. A Claims Claim Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may will be suffered by the applicable IndemniteeIndemnified Party. No delay in or failure to give a Claims Claim Notice by the Indemnitee pursuant Indemnified Party to this Section 9.6(a) the Indemnifying Party will adversely affect any of the other rights or remedies that the Indemnitee Indemnified Party has under this Agreement, or alter or relieve an Indemnitor the Indemnifying Party of its obligation obligations to indemnify the applicable Indemnitee except Indemnified Party to the extent that they are such delay or failure has not materially prejudiced therebythe Indemnifying Party. The Indemnitor Each Indemnifying Party to whom a Claim Notice is given shall respond to the Indemnitee any Indemnified Party that has given a Claim Notice (a “Claim Response”"CLAIM RESPONSE") within sixty thirty (6030) days (the “Response Period”"RESPONSE PERIOD") after the date that the Claims Claim Notice is sent by the Indemniteegiven. Any Claim Response must specify whether or not the Indemnitor Indemnifying Party disputes the Claim described in the Claims Claim Notice. If the Indemnitor any Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnitor shall such Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Claim Notice. If the Indemnitor any Indemnifying Party elects not to dispute a Claim described in the related Claims a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice Claim will be conclusively deemed to be an obligation of such Indemnifying Party and such Indemnifying Party shall pay to the relevant Indemnitor, and the relevant Indemnitor shall satisfy such obligation Indemnified Party 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 which such disputes. If the Buyer’s representative and the Seller’s representative are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Buyer or the Seller may resort to other legal remedies subject to the limitations set forth in this Article IX and the provisions of Section 10.11Indemnified Party is entitled.

Notice of Losses. As soon as reasonably practicable after an indemnitee (an “a Seller Indemnitee or a Buyer Indemnitee”) , as applicable, has actual knowledge of any claim that it has under this Article IX XI that could reasonably be expected is likely to result in an indemnifiable a Loss (a “Claim”), the Indemnitee Sellers or Buyer, as applicable, shall give written notice thereof (a “Claims Notice”) to the party responsible for indemnification (the “Indemnitor”)other party. A Claims Notice must describe the Claim in reasonable detail, and indicate the amount (estimated in good faithestimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Indemnitee. No delay in or failure to give a Claims Notice by the Indemnitee Sellers or Buyer, as applicable, pursuant to this Section 9.6(a11.6(a) will adversely affect any of the other rights or remedies that the Indemnitee Sellers or Buyer, as applicable, has under this Agreement, or alter or relieve an Indemnitor Buyer or Sellers, as applicable, of its obligation to indemnify the applicable Indemnitee except to the extent that they are materially actually prejudiced thereby. The Indemnitor Buyer or Sellers, as applicable, shall respond to the Indemnitee Claims Notice (a “Claim Response”) within sixty (60) 30 days (the “Response Period”) after the date that the Claims Notice is sent received by the Indemniteesuch party. Any If Buyer or Sellers, as applicable, fails to deliver a Claim Response must specify whether or not prior to the Indemnitor disputes end of the Response Period, then the party that fails to deliver such Claim described in Response shall be deemed to have waived its right to dispute the Claims Notice. If the Indemnitor fails to give a Claim Response within the Response PeriodBuyer or Sellers, 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 Noticeas applicable, 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 Sellers shall promptly meet and use their commercially reasonable efforts to settle the dispute. The If 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 representative and the Seller’s representative Sellers are unable to reach agreement within thirty (30) 30 days after the conclusion of the Response Period, then either the Buyer or the Seller Sellers may resort to other legal remedies subject to the limitations set forth in this Article IX and the provisions of Section 10.11XI.

Notice of Losses. As soon as reasonably practicable after an indemnitee (an “a Seller Indemnitee or a Buyer Indemnitee”) , as applicable, has actual knowledge of any claim that it has under this Article IX X that could reasonably be expected to may result in an indemnifiable a Loss (a “Claim”), the Indemnitee Seller or the Buyer, as applicable, shall give written notice thereof (a “Claims Notice”) to the party responsible for indemnification (the “Indemnitor”)other party. A Claims Notice must describe the Claim in reasonable detail, and indicate the amount (estimated in good faithestimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Indemnitee. No delay in or failure to give a Claims Notice by the Indemnitee Seller or the Buyer, as applicable, pursuant to this Section 9.6(a10.6(a) will adversely affect any of the other rights or remedies that the Indemnitee Seller or Buyer, as applicable, has under this Agreement, or alter or relieve an Indemnitor Buyer or the Seller, as applicable, of its obligation to indemnify the applicable Indemnitee except to the extent that they are materially prejudiced thereby. The Indemnitor Buyer or the Seller, as applicable, shall respond to the Indemnitee Claims Notice (a “Claim Response”) within sixty thirty (6030) days (the “Response Period”) after the date that the Claims Notice is sent by the Indemniteeother party. Any Claim Response must specify whether or not Buyer or the Indemnitor Seller, as applicable, disputes the Claim described in the Claims Notice. If Buyer or the Indemnitor Seller, as applicable, fails to give a Claim Response within the Response Period, the Indemnitor shall they will be deemed not to dispute the Claim described in the related Claims Notice. If Buyer or the Indemnitor Seller, as applicable, elects not to dispute a Claim described in the related a 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 Indemnitorparty against whom they are asserted, and such party shall pay in cash to the relevant Indemnitor shall satisfy such obligation other within thirty fifteen (3015) days after the last day of the applicable Response Period the amount specified in the Claims Notice. If the Indemnitor Buyer or the Seller, as applicable, 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 If 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 representative and the Seller’s representative are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Claim shall be settled by arbitration to be held in Orange County, California in accordance with the Commercial Rules of the American Arbitration Association then existing, including without limitation rules permitting discovery and the taking of depositions. The determination of the arbitrator shall be delivered in writing to the Buyer or and the Seller may resort to other legal remedies subject to and shall be final, binding and conclusive upon all of the limitations set forth in this Article IX parties hereto, and the provisions amount of Section 10.11the Loss, if any, determined to exist, shall be deemed established. Judgment upon any award rendered by the arbitrator may be entered in any court having competent jurisdiction.

Notice of Losses. As soon as is reasonably practicable after an indemnitee (an “Indemnitee”) the Sellers or the Buyer has actual knowledge of any claim that it has Losses for which indemnification is available under this Article IX that could reasonably be expected to result in an indemnifiable Loss SECTION 8.1(A) or SECTION 8.2(A) (a “Claim”"CLAIM"), the Indemnitee such party shall give written notice thereof (a “Claims Notice”"CLAIM NOTICE") to the party responsible for indemnification (the “Indemnitor”)other party. A Claims Claim Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may will be suffered by the applicable IndemniteeIndemnified Party. No delay in or failure to give a Claims Claim Notice by the Indemnitee pursuant Indemnified Party to this Section 9.6(a) the Indemnifying Party will adversely affect any of the other rights or remedies that the Indemnitee Indemnified Party has under this Agreement, or alter or relieve an Indemnitor the Indemnifying Party of its obligation obligations to indemnify the applicable Indemnitee except Indemnified Party to the extent that they are such delay or failure has not materially prejudiced therebythe Indemnifying Party. The Indemnitor Each Indemnifying Party to whom a Claim Notice is given shall respond to the Indemnitee any Indemnified Party that has given a Claim Notice (a “Claim Response”"CLAIM RESPONSE") within sixty thirty (6030) days (the “Response Period”"RESPONSE PERIOD") after the date that the Claims Claim Notice is sent by the Indemniteegiven. Any Claim Response must specify whether or not the Indemnitor Indemnifying Party disputes the Claim described in the Claims Claim Notice. If the Indemnitor any Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnitor shall such Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Claim Notice. If the Indemnitor any Indemnifying Party elects not to dispute a Claim described in the related Claims a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice Claim will be conclusively deemed to be an obligation of such Indemnifying Party and such Indemnifying Party shall pay to the relevant Indemnitor, and the relevant Indemnitor shall satisfy such obligation Indemnified Party 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 which such disputes. If the Buyer’s representative and the Seller’s representative are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Buyer or the Seller may resort to other legal remedies subject to the limitations set forth in this Article IX and the provisions of Section 10.11Indemnified Party is entitled.