Common use of Notice of Losses Clause in Contracts

Notice of Losses. As soon as is reasonably practicable after the Sellers or the Buyer has actual knowledge of any Losses for which indemnification is available under SECTION 8.1(a) or SECTION 8.2(a) (a "CLAIM"), such party shall give written notice thereof (a "CLAIM NOTICE") to the other party. A Claim Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated 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. Each Indemnifying Party to whom a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a "CLAIM RESPONSE") within thirty (30) days (the "RESPONSE PERIOD") after the date the Claim Notice is given. Any Claim Response must specify whether or not the Indemnifying Party disputes the Claim described in the Claim Notice. If any Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnifying Party will be deemed not to dispute the Claim described in the related Claim Notice. If any Indemnifying Party elects not to dispute a Claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such Claim will be conclusively deemed to be an obligation of such Indemnifying Party and such Indemnifying Party shall pay to the Indemnified Party within thirty (30) days after the last day of the applicable Response Period the amount to which such Indemnified Party is entitled.

Notice of Losses. As soon as is reasonably practicable after the Sellers or the Buyer Subject to Section 4.13, if an Indemnitee has actual knowledge of a claim for indemnification under this ARTICLE VII that may result in a Loss (including any Losses for which indemnification is available under SECTION 8.1(a) or SECTION 8.2(aclaim relating to a third party claim) (a "CLAIM"“Claim”), the Indemnitee shall, after it becomes aware of such party shall claim, promptly give written notice thereof (a "CLAIM NOTICE"“Claim Notice”) to Buyer (if the other partyIndemnitee is a Company Indemnified Party) or Representative (if the Indemnitee is a Buyer Indemnified Party). A Claim Notice must describe the facts and circumstances of the Claim in reasonable detail, and must indicate the amount (estimated estimated, as necessary and to the extent feasible) of the Loss that has been or will may be suffered by the Indemnified Partyapplicable Indemnitee and include copies of all available written documentation and summaries of all oral information relating to such Claim. No delay in or failure to give a Claim Notice by the Indemnified Party Indemnitee to Buyer or Representative, as the Indemnifying Party case may be, pursuant to this Section 7.03(a) will adversely affect any other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party Indemnitor of its obligations hereunder to indemnify the Indemnified Party applicable Indemnitee except to the extent that such delay or failure has not they are materially prejudiced thereby; provided, however, that no Indemnitee shall have any claim for indemnification pursuant to this Agreement in respect of any Claim Notice delivered on or after the Indemnifying Partyapplicable Limitation Date. Each Indemnifying Party to whom Following the delivery of a Claim Notice Notice, the recipient thereof and its representatives and agents shall be given all such access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Buyer, including but not limited to the individuals responsible for the matters that are subject of the Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Notice. Buyer (if the Indemnitee is given a Company Indemnified Party) or Representative (if the Indemnitee is a Buyer Indemnified Party) shall respond to any Indemnified Party that has given a Claim Notice the Indemnitee (a "CLAIM RESPONSE"“Indemnitor Response”) within thirty (30) 45 days (the "RESPONSE PERIOD"“Response Period”) after the date receipt of the Claim Notice is givenNotice. Any Claim Indemnitor Response must specify whether or not the Indemnifying Party Indemnitor disputes the Claim described in the Claim Notice. If any Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnifying Party will be deemed not to dispute the Claim described in the related Claim Notice. If any Indemnifying Party elects not to dispute a Claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such Claim will be conclusively deemed to be an obligation of such Indemnifying Party and such Indemnifying Party shall pay to the Indemnified Party within thirty (30) days after the last day of the applicable Response Period the amount to which such Indemnified Party is entitled.

Notice of Losses. As soon as is reasonably practicable after the Sellers a Seller Indemnitee or the a Buyer Indemnitee, as applicable, has actual knowledge of any Losses for which indemnification is available claim that it has under SECTION 8.1(a) or SECTION 8.2(a) this Article X that may result in a Loss (a "CLAIM"“Claim”), such party the Seller or the Buyer, as applicable, shall give written notice thereof (a "CLAIM NOTICE"“Claims Notice”) to the other party. A Claim Claims Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated estimated, as necessary and to the extent feasible) of the Loss that has been or will may be suffered by the Indemnified Partyapplicable Indemnitee. No delay in or failure to give a Claim Claims Notice by the Indemnified Party Seller or the Buyer, as applicable, pursuant to the Indemnifying Party this Section 10.6(a) will adversely affect any of the other rights or remedies that the Indemnified Party Seller or Buyer, as applicable, has under this Agreement, or alter or relieve Buyer or the Indemnifying Party Seller, as applicable, of its obligations obligation to indemnify the Indemnified Party applicable Indemnitee except to the extent that such delay or failure has not they are materially prejudiced thereby. The Buyer or the Indemnifying Party. Each Indemnifying Party to whom a Claim Notice is given Seller, as applicable, shall respond to any Indemnified Party that has given a Claim the Claims Notice (a "CLAIM RESPONSE"“Claim Response”) within thirty (30) days (the "RESPONSE PERIOD"“Response Period”) after the date that the Claim Claims Notice is givensent by the other party. Any Claim Response must specify whether or not Buyer or the Indemnifying Party Seller, as applicable, disputes the Claim described in the Claim Claims Notice. If any Indemnifying Party Buyer or the Seller, as applicable, fails to give a Claim Response within the Response Period, such Indemnifying Party they will be deemed not to dispute the Claim described in the related Claim Claims Notice. If any Indemnifying Party Buyer or the Seller, as applicable, elects not to dispute a Claim described in a Claim Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claim Claims Notice will be conclusively deemed to be an obligation of such Indemnifying Party the party against whom they are asserted, and such Indemnifying Party party shall pay in cash to the Indemnified Party other within thirty fifteen (3015) days after the last day of the applicable Response Period the amount specified in the Claims Notice. If the 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, the Buyer and the Seller shall promptly meet and use their reasonable efforts to which such Indemnified Party is entitledsettle the dispute. If Buyer and the Seller are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then 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 and the Seller and shall be final, binding and conclusive upon all of the parties hereto, and the amount of the 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 the Sellers or the Buyer an indemnitee (an “Indemnitee”) has actual knowledge of any Losses for which indemnification is available claim that it has under SECTION 8.1(a) or SECTION 8.2(a) this Article IX that could reasonably be expected to result in an indemnifiable Loss (a "CLAIM"“Claim”), such party the Indemnitee shall give written notice thereof (a "CLAIM NOTICE"“Claims Notice”) to the other partyparty responsible for indemnification (the “Indemnitor”). A Claim Claims 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 will may be suffered by the Indemnified Partyapplicable Indemnitee. No delay in or failure to give a Claim Claims Notice by the Indemnified Party Indemnitee pursuant to the Indemnifying Party this Section 9.6(a) will adversely affect any of the other rights or remedies that the Indemnified Party Indemnitee has under this Agreement, or alter or relieve the Indemnifying Party an Indemnitor of its obligations obligation to indemnify the Indemnified Party applicable Indemnitee except to the extent that such delay or failure has not they are materially prejudiced the Indemnifying Partythereby. Each Indemnifying Party to whom a Claim Notice is given The Indemnitor shall respond to any Indemnified Party that has given a Claim Notice the Indemnitee (a "CLAIM RESPONSE"“Claim Response”) within thirty sixty (3060) days (the "RESPONSE PERIOD"“Response Period”) after the date that the Claim Claims Notice is givensent by the Indemnitee. Any Claim Response must specify whether or not the Indemnifying Party Indemnitor disputes the Claim described in the Claim Claims Notice. If any Indemnifying Party the Indemnitor fails to give a Claim Response within the Response Period, such Indemnifying Party will the Indemnitor shall be deemed not to dispute the Claim described in the related Claim Claims Notice. If any Indemnifying Party the Indemnitor elects not to dispute a Claim described in a Claim the related Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claim Claims Notice will be conclusively deemed to be an obligation of the relevant Indemnitor, and the relevant Indemnitor shall satisfy such Indemnifying Party and such Indemnifying Party shall pay to the Indemnified Party 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 which 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 Indemnified Party is entitleddisputes. 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 the Sellers a Seller Indemnitee or the a Buyer Indemnitee, as applicable, has actual knowledge of any Losses for which indemnification claim that it has under this Article XI that is available under SECTION 8.1(a) or SECTION 8.2(a) likely to result in a Loss (a "CLAIM"“Claim”), such party Sellers or Buyer, as applicable, shall give written notice thereof (a "CLAIM NOTICE"“Claims Notice”) to the other party. A Claim Claims Notice must describe the Claim in reasonable detail, and must indicate the amount (estimated estimated, as necessary and to the extent feasible) of the Loss that has been or will may be suffered by the Indemnified Partyapplicable Indemnitee. No delay in or failure to give a Claim Claims Notice by the Indemnified Party Sellers or Buyer, as applicable, pursuant to the Indemnifying Party this Section 11.6(a) will adversely affect any of the other rights or remedies that the Indemnified Party Sellers or Buyer, as applicable, has under this Agreement, or alter or relieve the Indemnifying Party Buyer or Sellers, as applicable, of its obligations obligation to indemnify the Indemnified Party applicable Indemnitee except to the extent that such delay they are actually prejudiced thereby. Buyer or failure has not materially prejudiced the Indemnifying Party. Each Indemnifying Party to whom a Claim Notice is given Sellers, as applicable, shall respond to any Indemnified Party that has given a Claim the Claims Notice (a "CLAIM RESPONSE"“Claim Response”) within thirty (30) 30 days (the "RESPONSE PERIOD"“Response Period”) after the date that the Claim Claims Notice is givenreceived by such party. Any If Buyer or Sellers, as applicable, fails to deliver a Claim Response must specify whether or not prior to the Indemnifying Party 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 Claim Claims Notice. If any Indemnifying Party fails to give Buyer or Sellers, as applicable, delivers a Claim Response within the Response Period, such Indemnifying Party will be deemed not to dispute Period indicating that it disputes one or more of the Claim described matters identified in the related Claim Claims Notice, Buyer and Sellers shall promptly meet and use their reasonable efforts to settle the dispute. If any Indemnifying Party elects not Buyer and Sellers are unable to dispute a Claim described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such Claim will be conclusively deemed to be an obligation of such Indemnifying Party and such Indemnifying Party shall pay to the Indemnified Party reach agreement within thirty (30) 30 days after the last day conclusion of the applicable Response Period Period, then either Buyer or Sellers may resort to other legal remedies subject to the amount to which such Indemnified Party is entitledlimitations set forth in this Article XI.