Common use of Notice of Reg Rights Claim Clause in Contracts

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other Company Registration Rights Indemnitee) or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder Registration Rights Indemnitee), as applicable, shall give notice of a Reg Rights Claim under this Agreement pursuant to a written notice of such Reg Rights Claim executed by the Company or the Shareholder, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable (such receiving party, the “Reg Rights Indemnifying Person”), promptly after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i) or Section 2.8(a)(ii); provided that the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this AgreementSection 9.1(i), the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder any Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a9.1(h) (such Person making a Reg Rights Claim, a an “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other A Company Registration Rights Indemnitee) Indemnitee or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder a Registration Rights Indemnitee), as applicable, shall Indemnitee may give notice of a Reg Rights Claim under this Agreement (and in the case of a Registration Rights Indemnitee whether for its own Damages or for Damages incurred by any other Registration Rights Indemnitee) pursuant to a written notice of such Reg Rights Claim executed by the Company or the Shareholderapplicable Purchaser, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable other of them (such receiving party, the “Reg Rights Indemnifying Person”), promptly within twenty (20) days after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification under Section 9.1(h), arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i9.1(h)(i) or Section 2.8(a)(ii9.1(h)(ii); provided that provided, that, the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder Investor Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a1.6(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other Company Registration Rights Indemnitee) or the Shareholder Investor (for its own Damages or for the Damages incurred by any other Shareholder Investor Registration Rights Indemnitee), as applicable, shall give notice of a Reg Rights Claim under this Agreement pursuant to a written notice of such Reg Rights Claim executed by the Company or the ShareholderInvestor, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the ShareholderInvestor, as applicable (such receiving party, the “Reg Rights Indemnifying Person”), promptly after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i1.6(a)(i) or Section 2.8(a)(ii1.6(a)(ii), as applicable; provided that the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is actually materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this AgreementSection 9.1(i), the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder any Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a9.1(h) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other A Company Registration Rights Indemnitee) Indemnitee or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder a Registration Rights Indemnitee), as applicable, shall Indemnitee may give notice of a Reg Rights Claim under this Agreement (and in the case of a Registration Rights Indemnitee whether for its own Damages or for Damages incurred by any other Registration Rights Indemnitee) pursuant to a written notice of such Reg Rights Claim executed by the Company or the ShareholderPurchaser, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable other of them (such receiving party, the “Reg Rights Indemnifying Person”), promptly within twenty (20) days after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification under Section 9.1(h), arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i9.1(h)(i) or Section 2.8(a)(ii9.1(h)(ii); provided that provided, that, the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this AgreementSection 5.22(i) (Notice of Reg Rights Claim), the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Ascent Registration Rights Indemnitee or Shareholder any Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a5.22(h) (Indemnification) (such Person making a Reg Rights Claim, a an “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other Company An Ascent Registration Rights Indemnitee) Indemnitee or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder a Registration Rights Indemnitee), as applicable, shall Indemnitee may give notice of a Reg Rights Claim under this Agreement (and in the case of a Registration Rights Indemnitee whether for its own Damages or for Damages incurred by any other Registration Rights Indemnitee) pursuant to a written notice of such Reg Rights Claim executed by the Company Ascent or the ShareholderSellers’ Representative, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable other of them (such receiving party, the “Reg Rights Indemnifying Person”), promptly within twenty (20) days after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification under Section 5.22(h) (Indemnification), arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i5.22(h)(i) or Section 2.8(a)(ii5.22(h)(ii) (Indemnification); provided that provided, that, the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder any Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a10(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other A Company Registration Rights Indemnitee) Indemnitee or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder a Registration Rights Indemnitee), as applicable, Indemnitee shall give notice of a Reg Rights Claim under this Agreement (and in the case of a Registration Rights Indemnitee whether for its own Damages or for Damages incurred by any other Registration Rights Indemnitee) pursuant to a written notice of such Reg Rights Claim executed by the Company or the ShareholderPurchaser, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable other of them (such receiving party, the “Reg Rights Indemnifying Person”), promptly within twenty (20) days after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification under Section 10(b), arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i10(a)(i) or Section 2.8(a)(ii10(a)(ii); provided that provided, that, the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder Investor Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a1.6(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other Company Registration Rights Indemnitee) or of the Shareholder Investor (for its own Damages or for the Damages incurred by any other Shareholder Investor Registration Rights Indemnitee), as applicable, shall give notice of a Reg Rights Claim under this Agreement pursuant to a written notice of such Reg Rights Claim executed by the Company or the ShareholderInvestor, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the ShareholderInvestor, as applicable (such receiving party, the “Reg Rights Indemnifying Person”), promptly after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i1.6(a)(i) or Section 2.8(a)(ii)1.6(a)(ii) as applicable; provided that the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is actually materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder Investor Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a1.6(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other Company Registration Rights Indemnitee) or the Shareholder Investor (for its own Damages or for the Damages incurred by any other Shareholder Investor Registration Rights Indemnitee), as applicable, shall give notice of a Reg Rights Claim under this Agreement pursuant to a written notice of such Reg Rights Claim executed by the Company or the ShareholderInvestor, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the ShareholderInvestor, as applicable (such receiving party, the “Reg Rights Indemnifying Person”), promptly after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i1.6(a)(i) or Section 2.8(a)(ii)1.6(a)(ii) as applicable; provided that the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is actually materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder any Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a2.6(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other A Company Registration Rights Indemnitee) Indemnitee or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder a Registration Rights Indemnitee), as applicable, Indemnitee shall give notice of a Reg Rights Claim under this Agreement (and in the case of a Registration Rights Indemnitee whether for its own Damages or for Damages incurred by any other Registration Rights Indemnitee) pursuant to a written notice of such Reg Rights Claim executed by the Company or the a Shareholder, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable other of them (such receiving party, the “Reg Rights Indemnifying Person”), promptly within twenty (20) days after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification under Section 2.6(b), arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i2.6(a)(i) or Section 2.8(a)(ii2.6(a)(ii); provided that provided, that, the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder Investor Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a1.6(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other Company Registration Rights Indemnitee) or any of the Shareholder Investors (for its own Damages or for the Damages incurred by any other Shareholder Investor Registration Rights Indemnitee), as applicable, shall give notice of a Reg Rights Claim under this Agreement pursuant to a written notice of such Reg Rights Claim executed by the Company or the ShareholderInvestor, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the ShareholderInvestor, as applicable (such receiving party, the “Reg Rights Indemnifying Person”), promptly after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i1.6(a)(i) or Section 2.8(a)(ii)1.6(a)(ii) as applicable; provided that the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is actually materially and adversely prejudiced thereby.

Notice of Reg Rights Claim. (i) As used in this Agreement, the term “Reg Rights Claim” means a claim for indemnification or contribution by or on behalf of any Company Registration Rights Indemnitee or Shareholder any Registration Rights Indemnitee, as the case may be, for Damages under Section 2.8(a9(a) (such Person making a Reg Rights Claim, a “Reg Rights Indemnified Person”). The Company (for its own Damages or for the Damages incurred by any other A Company Registration Rights Indemnitee) Indemnitee or the Shareholder (for its own Damages or for the Damages incurred by any other Shareholder a Registration Rights Indemnitee), as applicable, Indemnitee shall give notice of a Reg Rights Claim under this Agreement (and in the case of a Registration Rights Indemnitee whether for its own Damages or for Damages incurred by any other Registration Rights Indemnitee) pursuant to a written notice of such Reg Rights Claim executed by the Company or the Shareholderapplicable Selling Searchlight Party, as applicable (a “Notice of Reg Rights Claim”), and delivered to the Company or the Shareholder, as applicable other of them (such receiving party, the “Reg Rights Indemnifying Person”), promptly within ten (10) days after such Reg Rights Indemnified Person becomes aware of the existence of any potential claim by such Reg Rights Indemnified Person for indemnification under Section 9(b), arising out of or resulting from any item indemnified pursuant to the terms of Section 2.8(a)(i9(a)(i) or Section 2.8(a)(ii9(a)(ii); provided that provided, that, the failure to timely give such notice shall not limit or reduce the Reg Rights Indemnified Person’s right to indemnification hereunder unless (and then only to the extent that) the Reg Rights Indemnifying Person’s defense of such Reg Rights Claim is materially and adversely prejudiced thereby.