Common use of Procedures Relating to Indemnification Between Buyer and Seller Clause in Contracts

Procedures Relating to Indemnification Between Buyer and Seller. Following the discovery of any facts or conditions that could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this Agreement, the Indemnified Party shall, as promptly as reasonably possible thereafter, provide written notice (a “Claim Notice”) to the Indemnifying Party setting forth the specific facts and circumstances, in reasonable detail, relating to such Loss or Losses and the amount of Loss or Losses (or a good-faith estimate thereof if the actual amount is not known or not capable of reasonable calculation); provided, however, that failure to give such Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that such Indemnifying Party shall have been actually and materially prejudiced as a result of such failure to provide a Claim Notice. Notwithstanding the foregoing:

Procedures Relating to Indemnification Between Buyer and Seller. Following the discovery of any facts or conditions that which could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this Agreement, the Party seeking indemnification (the “Indemnified Party Party”) shall, as promptly as reasonably possible thereafter, provide written notice (a “Claim Notice”) to the Party from whom indemnification is sought (the “Indemnifying Party Party”), setting forth the specific facts and circumstances, in reasonable detail, relating to such Loss or Losses and the amount of Loss or Losses (or a reasonable, good-faith estimate thereof if the actual amount is not known or not capable of reasonable calculation) (“Indemnification Notice”); provided, however, that failure to give such Claim Indemnification Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that such the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure to provide a Claim Noticefailure. Notwithstanding the foregoing:

Procedures Relating to Indemnification Between Buyer and Seller. Following the discovery of any facts or conditions that could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this AgreementSection 7 can be obtained, the Party seeking indemnification under this Section 7 (the “Indemnified Party Party”) shall, as reasonably promptly as reasonably possible thereafter, provide written notice (a “Claim Notice”) to the Party from whom indemnification is sought (the “Indemnifying Party Party”), setting forth the specific facts and circumstances, in reasonable detail, relating to such Loss or Losses and Losses, the amount of Loss or Losses (or a goodnon-faith binding, reasonable estimate thereof if the actual amount is not known or not capable of reasonable calculation) and the specific Section(s) of this Agreement upon which the Indemnified Party is relying in seeking such indemnification (an “Indemnification Notice”); provided, however, that any delay or failure to give such Claim in providing the Indemnification Notice on a timely basis shall not affect preclude the Indemnified Party from seeking indemnification provided hereunder except to the extent that such the Indemnifying Party shall have been actually and materially prejudiced suffers actual prejudice as a result of such failure to provide a Claim Notice. Notwithstanding the foregoing:failure.

Procedures Relating to Indemnification Between Buyer and Seller. Following the discovery of any facts or conditions that which could reasonably be expected to give rise to a Loss or Losses for which indemnification is provided under this Agreement, the party seeking indemnification (the "Indemnified Party Party") shall, as promptly as reasonably possible thereafter, provide written notice (a “Claim "Indemnification Notice”") to the party from whom indemnification is sought (the "Indemnifying Party Party"), setting forth the specific facts and circumstances, in reasonable detail, relating to such Loss or Losses and the amount of Loss or Losses (or a reasonable, good-faith estimate thereof if the actual amount is not known or not capable of reasonable calculation); provided, however, that failure to give such Claim Indemnification Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that such the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure to provide a Claim Notice. Notwithstanding the foregoing:failure.