Procedures for Indemnification Claims. (a) Any Company Indemnified Party making a claim for indemnification for Company Indemnified Claims under Section 9.02 will notify the Insurer of each Company Indemnified Claim in writing promptly after receiving notice of such, describing the Company Indemnified Claim, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail; provided, however, that the failure to notify the Insurer will affect the rights of a Company Indemnified Party hereunder only if, and to the extent, such failure has an actual material prejudicial effect on the Insurer’s Liabilities with respect to such claim.
Procedures for Indemnification Claims. (a) Any Indemnified Party making a claim for indemnification for Third Party Claims under Section 9.1 shall notify the Insurer of each Third Party Claim in writing promptly after receiving notice of such, describing the Third Party Claim, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail; provided that, the failure to so notify the Insurer shall not relieve the Insurer of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party given the Insurer prompt notice hereunder.
Procedures for Indemnification Claims. (a) Any Indemnified Party making a claim for indemnification for Indemnified Claims under Section 9.1 will notify Insurer of each Indemnified Claim in writing promptly after receiving notice of such, describing the Indemnified Claim, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail. However, an Indemnified Party’s failure to notify Insurer will not relieve Insurer of its obligations under this Article IX except to the extent that (and only to the extent that) such failure caused or would reasonably be expected to cause the indemnifiable Liabilities to be greater than such Liabilities would have been had the Indemnified Party given Insurer prompt notice. This Section 9.2 and Section 9.1 will survive the Closing Date.
Procedures for Indemnification Claims. Section 9.7 Insurance Proceeds
Procedures for Indemnification Claims. (a) Any party seeking indemnity hereunder (the “Indemnitee”) shall promptly notify in writing the party or parties who may be providing indemnity hereunder (the “Indemnitors”) with respect to any matter of which the Indemnitee becomes aware which may give rise to a claim for indemnification against the Indemnitors under this Article IX, stating the nature, basis and (to the extent known) amount thereof; provided, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder except to the extent the Indemnitor is prejudiced thereby. Copies of any written communications then-received in connection with such claim shall be forwarded to Indemnitor together with such notice of the matter.
Procedures for Indemnification Claims. Except as provided in Section 9(e), if a claim for indemnification (a “Claim”) is to be made by a Buyer Indemnified 39 EXECUTION VERSION Party (the “Claimant”), the Claimant shall give written notice (a “Claim Notice”) to the Stockholder Representative as soon as practicable after the Claimant becomes aware of the facts, condition or event that may give rise to Losses for which indemnification may be sought under this Section 9, provided, however, that if the Buyer makes a Claim, the Buyer shall make no further payment on the First Promissory Note or any Earn Out Payment until such Claim is resolved. Following receipt of the Claim Notice from the Claimant, the Stockholder Representative shall have a reasonable period of time under the circumstances, not to exceed thirty (30) days in any event, to make a reasonable investigation of the Claim; provided, however, that if the Claimant reasonably determines that it will be prejudiced by affording the Stockholder Representative such period of time for investigation, the Stockholder Representative and the Claimant shall agree promptly on the appropriate period of time for such investigation. For the purposes of such investigation, the Claimant agrees to make reasonably available to the Stockholder Representative and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the Claim. If the Claimant and the Stockholder Representative agree at or prior to the expiration of said investigation period to the validity and amount of such Claim, the Stockholder Representative shall cause to be paid promptly to the Claimant the full amount of such Claim, subject to the Indemnification Basket and the Indemnification Cap. If the Claimant and the Stockholder Representative do not agree within said period, the Claimant may seek appropriate legal remedy.
Procedures for Indemnification Claims. ITUS’ obligation to indemnify You against Third Party IPR Claims is conditioned upon Your compliance with the following obligations.
Procedures for Indemnification Claims. Except as otherwise provided in the Tax Matters Agreement, the respective indemnification obligations of Seller and Buyer pursuant to Sections 8.2 and 8.3 shall be conditioned upon compliance by the Buyer Indemnified Parties (in respect of the obligations of Seller) or the Seller Indemnified Parties (in respect of the obligations of Buyer) with the following procedures for indemnification claims arising out of this Agreement:
Procedures for Indemnification Claims. 1. The party seeking indemnification under Section VIII (the “Indemnified Party”) shall give prompt notice (in accordance with Section IX(D)) to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section VIII (the “Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party with respect to any Claims made pursuant to this Section VIII, except to the extent such failure shall actually prejudice an Indemnifying Party.
Procedures for Indemnification Claims. The procedure for making indemnification claims under this Article VI is set forth in this Section 6.4.
