Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If any indemnified The Indemnified Party shall give the indemnifying party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice prompt written notice (an “Indemnification Claim Notice”) of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section 11.2(b). Failure to give any such Indemnification Claim Notice shall not constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying partyparty demonstrates that such failure to notify directly increases the amount to be indemnified hereunder. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) must contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, claim and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar nature and amount of actual such Damages (to the extent that the nature and potential damages that have, arisen and may arise as a result amount of such breach Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubttheir respective directors, officers, employees and agents (collectively, the parties agree that if “Indemnitees” and each an indemnified “Indemnitee”) shall be made solely by such party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(bthis Agreement (the “Indemnified Party”), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If (a) NOTICE OF CLAIM. Promptly, but in any indemnified event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an "Indemnification Claim"), the party has or claims parties entitled to indemnification hereunder (the "Indemnified Party") shall give written notice to the party or parties subject to indemnification obligations therefor (the "Indemnifying Party") of such Indemnification Claim (a "Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims. However, the failure to timely give a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have incurred or suffered Damages for which it to the Indemnified Party hereunder to the extent that the Indemnifying Party is or may not prejudiced by such failure. Subject to Section 10.1, no Indemnified Party shall be entitled to indemnificationgive a Notice of Claim with respect to any representation and warranty after the second anniversary of the Closing Date. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, compensation damage or reimbursement under this Article XIexpense suffered, and or which may be suffered, by the indemnified party wishes to make Indemnified Party as a claim for the recovery result of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain and a brief description of the circumstances supporting facts giving rise to such indemnified, party’s belief that there is or has been Indemnification Claim. The Indemnified Party shall furnish to the Indemnifying Party such a possible breach or that such indemnified party is so entitled information (in reasonable detail) as the Indemnified Party may have with respect to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(bsame), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If any indemnified party has In the event that an Indemnified Party receives notice of, or claims to have incurred or suffered Damages for which it is or may be entitled to indemnificationbecomes aware of, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for which the recovery Indemnified Party intends to seek indemnity hereunder, the Indemnified Party shall promptly provide the Indemnifying Party with notice of such Damages from an indemnifying partyclaim. The Indemnifying Party shall have the right, at its option and its own expense, to be represented by counsel of its own choice and to defend against, negotiate, settle or otherwise deal with any such indemnified party claim; provided, however, that the Indemnifying Party’s right to defend any such action or claim shall deliver a Notice (an “Indemnification Claim Notice”) be conditioned upon such Indemnifying Party providing the Indemnified Party with written notice; provided, further, that the Indemnifying Party shall not enter into any settlement or compromise of any such claim without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld. The Indemnified Party may participate in the defense of any claim with counsel of its own choice and at its own expense. The parties agree to cooperate fully with each other in connection with the indemnifying partydefense, negotiation or settlement of any such claim. Each Indemnification Claim Notice shall (i) state In the event that such indemnified party believes that that there is the Indemnifying Party does not undertake the defense, compromise or has been a breach settlement of a representationclaim, warranty the Indemnified Party shall have the right to control the defense or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result settlement of such breach Claim with counsel of its choosing provided, however, that the Indemnified Party shall not settle or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make compromise any such claim under any or all of without the applicable provisionsIndemnifying Party’s prior written consent, which consent shall not be unreasonably withheld.

Procedure for Claims. If Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification shall give written notice of such claim ("Notice of Claim") to the other party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or claims (iii) the named parties to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XIany action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party wishes has been advised by such counsel that representation of the Company and the Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to make a claim for actual or potential differing interests between them (in which case, if the recovery indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of such Damages from an the indemnifying party, such indemnified the indemnifying party shall deliver a Notice (an “Indemnification Claim Notice”) have neither the right nor the obligation to assume the indemnifying party. Each Indemnification Claim Notice shall (i) state that defense of such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description action on behalf of the circumstances supporting such indemnified, indemnified party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If (a) Notice of Claim, Promptly, but in any indemnified event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an “Indemnification Claim”), the party has or claims parties entitled to indemnification hereunder (the “Indemnified Party”) shall give written notice to the party or parties subject to indemnification obligations therefor (the “Indemnifying Party”) of such Indemnification Claim (a “Notice of Claim”). A Notice of Claim shall be given with respect to all Indemnification Claims. However, the failure to timely give a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have incurred or suffered Damages for which it to the Indemnified Party hereunder to the extent that the Indemnifying Party is or may not prejudiced by such failure. Subject to Section 7.1, no Indemnified Party shall be entitled to indemnificationgive a Notice of Claim with respect to any representation and warranty after the first anniversary of the Closing Date. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, compensation damage or reimbursement under this Article XIexpense suffered, and or which may be suffered, by the indemnified party wishes to make Indemnified Party as a claim for the recovery result of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain and a brief description of the circumstances supporting facts giving rise to such indemnified, party’s belief that there is or has been Indemnification Claim. The Indemnified Party shall furnish to the Indemnifying Party such a possible breach or that such indemnified party is so entitled information (in reasonable detail) as the Indemnified Party may have with respect to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(bsame), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If For purposes hereof, a party claiming a right to indemnification shall be referred to as the “Indemnified Party” and any indemnified party has or claims all parties against whom such indemnification claim is made shall be referred to have incurred or suffered Damages for which it is or may be entitled as an “Indemnifying Party.” An Indemnified Party intending to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make assert a claim for the recovery of such Damages from an indemnifying party, such indemnified party indemnification under Section 9.2 (other than a Third-Party Claim covered by Section 9.3(c) below) shall deliver to each Indemnifying Party a Notice certificate (an a “Indemnification Claim NoticeCertificate”) signed by any officer of the Indemnified Party; provided, however, that any failure by such Indemnified Party to provide such Claim Certificate promptly will not relieve the Indemnifying Party of any of its indemnification obligations hereunder unless and then only to the indemnifying partyextent the Indemnifying Party is prejudiced by such failure. Each Indemnification The Claim Notice shall Certificate shall: (iA) state that an Indemnified Party has paid, sustained or incurred Indemnified Losses, (B) specify in reasonable detail the facts pertinent to such indemnified party believes that that there is or has been a breach claim(s), the individual items of a representation, warranty or covenant contained Indemnified Losses included in the Agreement or that such indemnified party is otherwise entitled claim and the method of computation thereof, in each case to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursementextent reasonably available, and (iiiC) demand payment for the Indemnified Losses if practicable contain a good faithand when incurred (if not already incurred). In the event that the Indemnifying Party shall object to the indemnification of an Indemnified Party in respect of any claim or claims, non-bindingor any part thereof, preliminary estimate of specified in any Claim Certificate, the aggregate dollar amount of actual and potential damages that haveIndemnifying Party shall, arisen and may arise as a result within thirty (30) business days after receipt by the Indemnifying Party of such breach or other matter as set forth Claim Certificate, deliver to the Indemnified Party notice to such effect, specifying in reasonable detail the basis for such Indemnification objection (a “Claim NoticeResponse Certificate”). For Payment for Indemnified Losses shall be made in the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either manner provided in Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions9.6.

Procedure for Claims. If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions. (d) Third Party Claims. The obligations of an indemnifying party under this Section 11.02 with respect to Damages arising from claims or legal proceedings of any third party that are subject to indemnification as provided for in Section 11.02(a) or Section 11.02(b) 39 Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) If (A) the indemnified party receives written notice of the commencement of any Third Party Claim against any indemnified party, and (B) a claim for indemnification is to be made against the indemnifying party under this Agreement with respect to such Third Party Claim, then the indemnified party shall promptly notify the indemnifying party of the commencement of such Third Party Claim; provided, however, that any failure to notify the indemnifying party of the commencement of such Third Party Claim shall not limit or otherwise affect any rights of the indemnified party or any liability that the indemnifying party may have to any indemnified party (except to the-extent that the defense of such Third Party Claim has been materially prejudiced by the indemnified party’s failure to notify the indemnifying party of the commencement of such Third Party Claim). If, within thirty (30) days after receiving notification of the commencement of any Third Party Claim, the indemnifying party delivers to the indemnified party a written notice setting forth the election of the indemnifying party to assume the defense of such Third Party Claim, then, subject to subsections “(ii)” and “(iii)” below: (A) the indemnifying party shall be entitled to assume the defense of such Third Party Claim, at the sole expense of the indemnifying party, with counsel reasonably satisfactory to the indemnified party; and (B) as long as the indemnifying party conducts such defense, the indemnifying party shall not be required to reimburse the indemnified party for any fees paid to any other counsel representing such indemnified party in such Third Party Claim for legal services rendered while the indemnifying party is conducting such defense (it being understood that the indemnifying party shall be required to reimburse the indemnified party for any fees paid to counsel representing the indemnified party in such Third Party Claim for legal services rendered prior to the time the indemnified party receives notice of the election of the indemnifying party to assume such defense).