Other Indemnification Claims. The Indemnified Party shall give the Indemnifying Party prompt notice of any Indemnification Claim (other than a Third Party Claim) specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. No failure to give notice of a claim shall affect the indemnification obligations of the Indemnifying Party hereunder, except to the extent that the Indemnifying Party can demonstrate that such failure materially prejudiced such Indemnifying Party's ability to successfully defend or otherwise respond to the matter giving rise to the claim. In respect of any Indemnification Claim other than a Third Party Claim, the Partnership shall provide the Indemnifying Party with the opportunity and all appropriate access to the applicable facilities, personnel, books and records to conduct (under the Indemnifying Party's control) necessary to respond to such Indemnification Claim.
Other Indemnification Claims. The Indemnified Party shall give the Indemnifying Party prompt notice of any Indemnification Claim (other than a Third Party
Other Indemnification Claims. 23 10.7. Reimbursement......................................... 23 10.8. No Other Representations; Limitations on Breach of Representations and Warranties........................ 24 10.9.
Other Indemnification Claims. 39 ARTICLE XI Effect of Termination/Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 11.1
Other Indemnification Claims. 5.6.1.1 Indemnification claims of the Licensee due to any legal grounds, including but not limited to breaches of the contractual obligations or tort, are excluded.
5.6.1.2 This does not apply to events for which SuSE is liable in any case, e.g. as provided by the Product Liability Act or in cases of wilful misconduct, gross negligence, or bodily injury, or a breach of substantial contractual obligations.
5.6.1.3 Liability for damages arising from the fundamental non- performance of contractual obligations of the Agreement shall be limited to foreseeable damage normally covered by the Agreement, except in cases of wilful misconduct, gross negligence or bodily injury.
Other Indemnification Claims. Any indemnification claim made by an indemnified party under this Article VI other than a claim relating to a third party shall be made in writing to the indemnifying party promptly after discovery of such claim describing the factual basis for such claim in reasonable detail to the extent then known to the indemnified party. Within thirty (30) days of its receipt of the indemnification claim, the indemnifying party shall notify the indemnified party in writing of any dispute relating to such indemnification claim containing sufficient detail to provide the indemnified party with notice of the dispute (a “Dispute”). The parties agree to use their reasonable efforts to resolve the Dispute in accordance with the provisions of, and procedure described in, Section 8.10.
Other Indemnification Claims. If an Indemnified Acquiror notifies the Indemnifying Stockholder Representative of any claim for indemnification that does not involve a third party claim, the Indemnifying Company Stockholders shall, within thirty (30) days after the date of such notice, unless the Indemnifying Company Stockholders dispute in writing the Indemnifying Company Stockholders’ liability for, or the amount of, any such Damages within such 30-day period (in which case with respect to matters and Damages not disputed, until such disputed and unpaid portion is resolved in good faith among the Indemnified Acquiror and the Indemnifying Company Stockholders and then in accordance herewith), jointly with the Company instruct the Escrow Agent to release and distribute from the Escrow Account the Indemnified Acquiror the number of Escrow Shares with value equivalent to the undisputed Damages valued at the volume weighted average price of the Parent Common Stock on Nasdaq for the five (5) Trading Days immediately preceding the date the amount of Damages is determined and in accordance with the terms of the Escrow Agreement) (by agreement of the Indemnified Acquiror and Indemnifying Company Stockholders or otherwise) attributable to the Indemnifying Company Stockholders under this Article VIII.
Other Indemnification Claims. The Indemnified Party shall give the ---------------------------- Indemnifying Party prompt notice of any Indemnification Claim (other than a Third Party Claim) specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. No failure to give notice of a claim shall affect the indemnification obligations of the Indemnifying Party hereunder, except to the extent that the Indemnifying Party can demonstrate that such failure materially prejudiced such Indemnifying Party's ability to successfully defend or otherwise respond to the matter giving rise to the claim. In respect of any Indemnification Claim other than a Third Party Claim, where Sellers are the Indemnifying Party (including, without limitation, any Release of any Hazardous Material or environmental compliance action that is not the subject of a Third Party Claim, Purchaser shall provide Sellers with the opportunity and all appropriate access to the applicable Facility or Facilities to conduct (under Sellers' control) any assessment, inspection or work necessary to respond to or correct the condition giving rise to such Indemnification Claim (including, without limitation, any necessary environmental investigation, clean up or corrective action).
Other Indemnification Claims
