Common use of Procedure for Claims between Parties Clause in Contracts

Procedure for Claims between Parties. Except as otherwise provided in Section 9.2(b)(iv), if a claim for Damages is to be made by a Indemnified Party entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a "Notice") to the Sellers' Representative and the Escrow Agent as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article IX. Any failure to submit any such notice of claim to the Sellers' Representative shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Sellers' Representative demonstrates that an Indemnifying Party was actually prejudiced by such failure. The Sellers' Representative shall be deemed to have accepted the Notice and Sellers shall be deemed to have agreed to pay the Damages at issue, and the parties shall promptly instruct the Escrow Agent to disburse funds from the Indemnification Escrow in an amount sufficient to pay the Damages, if the Sellers' Representative does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 9.5.

Procedure for Claims between Parties. Except as otherwise provided in Section 9.2(b)(iv), if If a claim for Damages (a “Parent Indemnity Claim”), other than Third-Party Claims under Section 9.3(b) below, is to be made by a Parent Indemnified Party entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a "“Notice"”) to the Sellers' Company Stockholder Representative and the Escrow Agent as soon as practicable after such Parent Indemnified Party becomes aware of any fact, condition or event which may give gives rise to Damages for which indemnification may be sought under this Article IX. Any failure to submit any such notice of claim to the Sellers' Company Stockholder Representative shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Sellers' Company Stockholder Representative demonstrates that an Indemnifying Party was actually prejudiced by such failure. The Sellers' Company Stockholder Representative shall be deemed to have accepted the Notice and Sellers shall be deemed to have agreed to pay the Damages at issue, and the parties shall promptly instruct the Escrow Agent to disburse funds from the Indemnification Escrow in an amount sufficient to pay the Damages, if the Sellers' Company Stockholder Representative does not send a notice of disagreement to the Parent Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 9.59.3.

Procedure for Claims between Parties. Except as otherwise provided in Section 9.2(b)(iv), if (a) If a claim for Damages is to be made by a an Indemnified Party entitled to indemnification hereunder, such party Parent or the Seller Representative, as applicable, shall give written notice briefly describing the claim and the total monetary damages sought (each, a "Notice") such Notice to the Sellers' Seller Representative and or Parent, as applicable and, during the term of the Escrow Agreement, the Escrow Agent as soon as reasonably practicable after such Indemnified Party Parent or the Seller Representative, as applicable becomes aware of any that a fact, condition or event has occurred or exists which may give rise to Damages for which indemnification by an Indemnified Party may be sought under this Article IXXII (a “Notice”). In each case, the Notice shall (i) describe in reasonable detail the facts and circumstances known to the Indemnified Party that gave rise to such indemnification claim, and the amount or, if the amount cannot then be reasonably determined, good faith estimate of the amount arising therefrom and (ii) provide for a demand of payment of the amount or, if the amount cannot then be reasonably determined, a good faith estimate of the amount arising from such claim for Damages. Any failure to submit any such notice of claim delay in submitting a Notice to the Sellers' Seller Representative or Parent, as applicable, shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Sellers' Representative demonstrates that an Indemnifying Party was actually prejudiced by such failure. The Sellers' Representative shall be deemed to have accepted the Notice and Sellers shall be deemed to have agreed to pay the Damages at issue, and the parties shall promptly instruct the Escrow Agent to disburse funds from the Indemnification Escrow in an amount sufficient to pay the Damages, if the Sellers' Representative does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 9.5delay.

Procedure for Claims between Parties. Except as otherwise provided in Section 9.2(b)(iv), if a claim for Damages is to be made by a Indemnified Party entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a "“Notice"”) to the Sellers' ’ Representative and the Escrow Agent as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article IX. Any failure to submit any such notice of claim to the Sellers' ’ Representative shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Sellers' ’ Representative demonstrates that an Indemnifying Party was actually prejudiced by such failure. The Sellers' ’ Representative shall be deemed to have accepted the Notice and Sellers shall be deemed to have agreed to pay the Damages at issue, and the parties shall promptly instruct the Escrow Agent to disburse funds from the Indemnification Escrow in an amount sufficient to pay the Damages, if the Sellers' ’ Representative does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to Section 9.5.

Procedure for Claims between Parties. Except as otherwise provided in Section 9.2(b)(iv), if If a claim for Damages (a “Parent Indemnity Claim”), other than Third-Party Claims under Section 9.4 below, is to be made by a Parent Indemnified Party entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages (estimated, if necessary) sought (each, a "“Notice"”) to the Sellers' Company Stockholder Representative and the Escrow Agent as soon as practicable after such Parent Indemnified Party becomes aware of any fact, condition or event which may give gives rise to Damages for which indemnification may be sought under this Article IX. The Notice may be amended on one or more occasions with respect to the amount of the total monetary Damages sought at any time prior to final resolution of the obligation to indemnify. Any failure to submit any such notice of claim to the Sellers' Company Stockholder Representative shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Sellers' Company Stockholder Representative demonstrates that an Indemnifying Party was actually and materially prejudiced by such failure. The Sellers' Company Stockholder Representative shall be deemed to have accepted the Notice and Sellers the Company Stockholders shall be deemed to have agreed to pay the Damages at issue, and the parties shall promptly instruct the Escrow Agent to disburse funds from the Indemnification General Escrow Fund, in an amount sufficient to pay the Damages, if the Sellers' Company Stockholder Representative does not send a notice of disagreement to the Parent Indemnified Party within thirty (30) calendar days after receiving the Notice pursuant to this Section 9.59.3.