Common use of Notification of Other Indemnification Claims Clause in Contracts

Notification of Other Indemnification Claims. In order for a Parent Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify Holders’ Representative in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify Holders’ Representative shall not relieve any Consenting Holder from any liability that such Consenting Holder may have to Parent, except to the extent that any such Consenting Holder is materially prejudiced as a result of such failure. Thereafter, Parent shall keep Holders’ Representative reasonably updated with respect to the status of the Losses at issue and the defense thereof. Holders’ Representative may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Indemnified Person seeking indemnification within thirty (30) days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If Holders’ Representative either notifies the applicable Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and Holders’ Representative (as well as the Holders) shall take all necessary actions under this Agreement to effect payment in respect thereof. If Holders’ Representative shall timely object in writing to a Non-Offset Notice, Holders’ Representative and Parent shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim within thirty (30) days after such objection. If Holders’ Representative and Parent should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by Holders’ Representative and Parent. If no agreement can be reached after good faith negotiation between Holders’ Representative and Parent, either Parent (or any Parent Indemnified Person) or Holders’ Representative may initiate an Action in accordance with Sections 9.14 and 9.15 to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Parties.

Notification of Other Indemnification Claims. In order for a Parent Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify Holders’ Representative in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify Holders’ Representative shall not relieve any Consenting Holder from any liability that such Consenting Holder may have to Parent, except to the extent that any such Consenting Holder is materially prejudiced as a result of such failure. Thereafter, Parent shall keep Holders’ Representative reasonably updated with respect to the status of the Losses at issue and the defense thereof. Holders’ Representative may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Indemnified Person seeking indemnification within thirty (30) days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If Holders’ Representative either notifies the applicable Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and Holders’ Representative (as well as the Holders) shall take all necessary actions under this Agreement to effect payment in respect thereof. If Holders’ Representative shall timely object in writing to a Non-Offset Notice, Holders’ Representative and Parent shall attempt in good faith to agree upon the rights of the respective Parties parties with respect to such claim within thirty (30) days after such objection. If Holders’ Representative and Parent should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by Holders’ Representative and Parent. If no agreement can be reached after good faith negotiation between Holders’ Representative and Parent, either Parent (or any Parent Indemnified Person) or Holders’ Representative may initiate an Action with the state or federal courts located in accordance with Sections 9.14 the City and 9.15 County of San Francisco, California to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Partiesparties.

Notification of Other Indemnification Claims. In order for a Parent Buyer Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Buyer Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify Holders’ Representative Seller in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify Holders’ Representative Seller shall not relieve any Consenting Holder Seller from any liability that such Consenting Holder Seller may have to ParentBuyer, except to the extent that any such Consenting Holder is Losses are materially prejudiced increased, or are not materially reduced, as a result of such failureany failure by the Buyer Indemnified Person to give notice as contemplated by this Section 10.4(b). Thereafter, Parent Buyer shall keep Holders’ Representative Seller reasonably updated with respect to the status of the Losses at issue and the defense thereof. Holders’ Representative Seller may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Buyer Indemnified Person seeking indemnification within thirty (30) days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If Holders’ Representative Seller either notifies the applicable Buyer Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Buyer Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and Holders’ Representative (as well as the Holders) Seller shall take all necessary actions under this Agreement to effect payment in respect thereof. If Holders’ Representative Seller shall timely object in writing to a Non-Offset Notice, Holders’ Representative Seller and Parent Buyer shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim within thirty (30) days after such objection. If Holders’ Representative Seller and Parent Buyer should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by Holders’ Representative Seller and ParentBuyer. If no agreement can be reached after good faith negotiation between Holders’ Representative Seller and ParentBuyer, either Parent Buyer (or any Parent Buyer Indemnified Person) or Holders’ Representative Seller may initiate an Action in accordance with Sections 9.14 11.15 and 9.15 11.16 to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Parties.

Notification of Other Indemnification Claims. In order for a Parent Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify the Holders’ Representative in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify the Holders’ Representative shall not relieve any Consenting Holder Noteholder or Management Carveout Plan Participant from any liability that such Consenting Holder Noteholder or Management Carveout Plan Participant may have to Parent, except to the extent that any such Consenting Holder Noteholder or Management Carveout Plan Participant is materially prejudiced as a result of such failure. Thereafter, Parent shall keep the Holders’ Representative reasonably updated with respect to the status of the Losses at issue and the defense thereof. The Holders’ Representative may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Indemnified Person seeking indemnification within thirty (30) 30 days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If the Holders’ Representative either notifies the applicable Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day 30-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and the Holders’ Representative (as well as the HoldersNoteholders and Management Carveout Plan Participants) shall take all necessary actions under this Agreement to effect payment in respect thereof. If the Holders’ Representative shall timely object in writing to a Non-Offset Notice, the Holders’ Representative and Parent shall attempt in good faith to agree upon the rights of the respective Parties parties with respect to such claim within thirty (30) days after such objection. If the Holders’ Representative and Parent should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by the Holders’ Representative and Parent. If no agreement can be reached after good faith negotiation between the Holders’ Representative and Parent, either Parent (or any Parent Indemnified Person) or the Holders’ Representative may initiate an Action with the state or federal courts located in accordance with Sections 9.14 and 9.15 New Castle County Delaware to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Partiesparties.

Notification of Other Indemnification Claims. In order for a Parent Buyer Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Buyer Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify HoldersSellers’ Representative in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify HoldersSellers’ Representative shall not relieve any Consenting Holder Seller from any liability that such Consenting Holder Seller may have to ParentBuyer, except to the extent that any such Consenting Holder Seller is materially prejudiced as a result of such failure. Thereafter, Parent Buyer shall keep HoldersSellers’ Representative reasonably updated with respect to the status of the Losses at issue and the defense thereof. HoldersSellers’ Representative may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Buyer Indemnified Person seeking indemnification within thirty (30) days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If HoldersSellers’ Representative either notifies the applicable Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Buyer Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and HoldersSellers’ Representative (as well as the HoldersSellers) shall take all necessary actions under this Agreement to effect payment in respect thereof. If HoldersSellers’ Representative shall timely object in writing to a Non-Offset Notice, HoldersSellers’ Representative and Parent Buyer shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim within thirty (30) days after such objection. If HoldersSellers’ Representative and Parent Buyer should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by HoldersSellers’ Representative and ParentBuyer. If no agreement can be reached after good faith negotiation between HoldersSellers’ Representative and ParentBuyer, either Parent Buyer (or any Parent Buyer Indemnified Person) or HoldersSellers’ Representative may initiate an Action with the state or federal courts located in accordance with Sections 9.14 the City and 9.15 County of San Francisco, California to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Parties.

Notification of Other Indemnification Claims. In order for a Parent Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify Holders’ Representative in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify Holders’ Representative shall not relieve any Consenting Holder from any liability that such Consenting Holder may have to Parent, except to the extent that any such Consenting Holder is materially prejudiced as a result of such failure. Thereafter, Parent shall keep Holders’ Representative reasonably updated with respect to the status of the Losses at issue and the defense thereof. Holders’ Representative may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Indemnified Person seeking indemnification within thirty (30) days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If Holders’ Representative either notifies the applicable Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and Holders’ Representative (as well as the Holders) shall take all necessary actions under this Agreement to effect payment in respect thereof. If Holders’ Representative shall timely object in 89 writing to a Non-Offset Notice, Holders’ Representative and Parent shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim within thirty (30) days after such objection. If Holders’ Representative and Parent should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by Holders’ Representative and Parent. If no agreement can be reached after good faith negotiation between Holders’ Representative and Parent, either Parent (or any Parent Indemnified Person) or Holders’ Representative may initiate an Action in accordance with Sections 9.14 9.15 and 9.15 9.16 to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Parties.

Notification of Other Indemnification Claims. In order for a Parent Buyer Indemnified Person to be entitled to any indemnification for claims other than as contemplated or covered by the Offset Right (although, for the avoidance of doubt, a claim tendered pursuant to the Offset Right shall suffice for all purposes even if not covered, or fully covered, by the Offset Right), such Parent Buyer Indemnified Person shall, promptly upon the discovery of the matter giving rise to any Losses, notify HoldersSellers’ Representative in writing of such Losses specifying in reasonable detail the nature of such Losses and the amounts of liability estimated to accrue therefrom (a “Non-Offset Notice”). The failure to so notify HoldersSellers’ Representative shall not relieve any Consenting Holder from any liability that such Consenting Holder may have to ParentBuyer, except to the extent that any such Consenting Holder is materially prejudiced as a result of such failure. Thereafter, Parent Buyer shall keep HoldersSellers’ Representative reasonably updated with respect to the status of the Losses at issue and the defense thereof. HoldersSellers’ Representative may object to a claim for indemnification set forth in a Non-Offset Notice by delivering a notice to the Parent Buyer Indemnified Person seeking indemnification within thirty (30) days of the delivery of the Non-Offset Notice, setting forth in reasonable detail the objections to the claim. If HoldersSellers’ Representative either notifies the applicable Indemnified Person that it does not object or does not object in writing by the end of such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment that the Parent Buyer Indemnified Person is entitled to the full amount of the claims set forth in such Non-Offset Notice, and HoldersSellers’ Representative (as well as the Holders) shall take all necessary actions under this Agreement to effect payment in respect thereof. If HoldersSellers’ Representative shall timely object in writing to a Non-Offset Notice, HoldersSellers’ Representative and Parent Buyer shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim within thirty (30) days after such objection. If HoldersSellers’ Representative and Parent Buyer should so agree on a claim, a memorandum setting forth such agreement shall be prepared and signed by HoldersSellers’ Representative and ParentBuyer. If no agreement can be reached after good faith negotiation between HoldersSellers’ Representative and ParentBuyer, either Parent Buyer (or any Parent Buyer Indemnified Person) or HoldersSellers’ Representative may initiate an Action in accordance with Sections 9.14 10.14 and 9.15 10.15 to resolve such dispute. The decision of any such court as to the validity and amount of any claim in such Non-Offset Notice shall be binding and conclusive upon the Parties.