Notices and Cure Time Sample Clauses

Notices and Cure Time. In the event that a Buyer Indemnified Person or Seller Indemnified Person, as applicable (the “Indemnified Person”) has a direct claim against Seller or Buyer, as relevant (the “Indemnifying Party”) for a Loss under Section 9(b) or Section 9(d), the Indemnified Person shall reasonably promptly notify the Indemnifying Party in writing of such claim; provided, that the failure to so notify the Indemnifying Party shall not limit the indemnification rights under this Agreement except to the extent that the Indemnified Person is materially prejudiced by such failure. To the extent feasible and practicable, such written notice shall include (i) a reasonable description of the facts and circumstances giving rise to an alleged Loss, and (ii) to the extent reasonably ascertainable or estimable, the aggregate amount being claimed with respect to the Loss, if any; provided, that failure to include any such detail or any such amount shall not affect the validity of such claim or the time at which such claim is made. If a Breach giving rise to such Loss is capable of remedy, the Indemnified Person shall only be entitled to indemnification if it gives such written notice of the Breach and the Breach is not remedied within 30 days from the date on which such written notice is received by the Indemnifying Party (or, if remedy is not possible within 30 days, then if the Indemnifying Party cannot show good faith effort to commence such remedy during that 30 day period).