Common use of Claim Notice Clause in Contracts

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party, such Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give notice (the "Claim Notice") to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise.

Claim Notice. In the event that a Party wishes to assert a claim for indemnity hereunder, such Party shall with reasonable promptness provide to the Indemnifying Party a written notice of the indemnity claim it wishes to assert on behalf of itself or another Indemnified Party, including the specific details of and specific basis under this Agreement for its indemnity claim (a “Claim Notice”). To the extent any Claim Losses for which an Indemnifying Party would be liable to an Indemnified Party hereunder indemnification is sought are asserted against or sought to be collected from such an Indemnified PartyParty by a third party, such Claim Notice shall include a copy of all papers served on the applicable Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give notice (the "Claim Notice") with respect to the Indemnifying Party of such claim. Failure to provide such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice Notice with reasonable promptness shall not affect the rights right of the Indemnified Party to indemnification hereunder except to the extent that the Indemnifying Party is prejudiced thereby; provided, the failure to so notify that the Indemnifying Party of any such shall not be obligated to defend, indemnify or hold harmless an Indemnified Party with respect to a third party claim until a Claim shall relieve Notice meeting the foregoing requirement is furnished to the Indemnifying Party from liability that it may have to by the Party seeking indemnity on behalf of the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwiseParties hereunder.

Claim Notice. In If a Party wishes to seek indemnification under this Section 8, such Party (the event “Indemnified Party”) shall give written notice (a “Claim Notice”) thereof to the Party or Parties from whom it seeks indemnification (the “Indemnifying Party”) and in the case of the Company and the Members, a Representative; provided, that in the case of any Claim for which an Indemnifying action or lawsuit brought or asserted by a third party (a “Third Party Claim”) that would be liable to an entitle the Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Partyindemnity hereunder, such the Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give notice (the "Claim Notice") to shall promptly notify the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereofsame in writing; provided further, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except to the extent the Indemnifying Party is prejudiced thereby, that the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only to the extent of the loss directly attributable to such failure to notify and promptly shall not relieve the Indemnifying Party from any liability of its indemnification obligation hereunder. The Claim Notice shall specify in reasonable detail the basis for such claim (and in the event the Claim Notice is delivered in respect to Losses for which an Indemnified Party is entitled to indemnification under Section 8.2(c) hereto, such Claim Notice shall identify the applicable Member), the facts pertaining thereto, and an estimate of Loss which such Indemnified Party claims to have so suffered (the “Claimed Amount”) or a statement that it may have to the Indemnified Party otherwisehas determined that the Claimed Amount is not reasonably ascertainable at such time.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified PartyParty by a Third Person, such Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give notice (the "“Claim Notice"”) to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except unless the Indemnified Party has proceeded to contest, defend or settle the Claim with respect to which it has failed to give prior notice to the Indemnifying Party. Additionally, to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder sustains or incurs any Losses (or is asserted against or subject to a claim which if successful would result in a Loss) in respect of which indemnification may be sought pursuant to be collected from such Indemnified Partythis Article 9, such Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give may assert a claim for indemnification by giving written notice (the "Claim Notice") to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasibleParty, which estimate shall not be binding upon will describe in reasonable detail the facts and circumstances on which the asserted claim for indemnification is based. Unless the claim described in the Claim Notice is contested by the Indemnifying Party by written notice to the Indemnified Party in its effort to collect of the final amount of such Claim. The failure to give any such notice shall not affect the rights claim that is contested, given within thirty (30) days of the receipt of the Claim Notice, the Indemnified Party to indemnification hereunder except to may recover such undisputed amount of the extent claim described in the Indemnifying Party is prejudiced therebyClaim Notice. Dispute Notice. If, within thirty (30) days of the failure to so notify receipt by the Indemnifying Party of any such the Claim shall relieve Notice, the Indemnifying Party from liability that it may have contests in writing to the Indemnified Party under that such Loss constitutes an indemnifiable claim (the indemnification provisions contained in Article 13 or Article 14"Dispute Notice"), as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to then the Indemnified Party otherwiseand the Indemnifying Party, acting in good faith, will attempt to reach agreement with respect to such claim.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified PartyParty by a Third Person, such Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give notice (the "Claim Notice") to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except unless the Indemnified Party has proceeded to contest, defend or settle the Claim with respect to which it has failed to give prior notice to the Indemnifying Party. Additionally, to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 11 or Article 1412, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified PartyParty by a Third Person, such Indemnified Party shall, within forty-five thirty (4530) calendar days of the receipt thereof, give notice (the "“Claim Notice"”) to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except unless the Indemnified Party has proceeded to contest, defend or settle the Claim with respect to which it has failed to give prior notice to the Indemnifying Party. Additionally, to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14provisions, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified PartyParty by a Third Person, such Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, give notice (the "Claim Notice") to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except unless the Indemnified Party has proceeded to contest, defend or settle the Claim with respect to which it has failed to give prior notice to the Indemnifying Party. Additionally, to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 12 or Article 1413, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an An Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party, such Indemnified Party shall, within forty-five (45) calendar days of the receipt thereof, shall give written notice (the "Claim Notice") of any Claim for indemnification under this Article IX to the Indemnifying Party Shareholder Representative, on behalf of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereofShareholders, or to the extent then feasibleParent, which estimate shall not be binding upon as the case may be, reasonably promptly after the assertion against the Indemnified Party of any claim by a third party (a "Third Party Claim") or, if such Claim is not in its effort to collect respect of a Third Party Claim, reasonably promptly after the final amount discovery of such Claim. The failure to give any such notice shall not affect the rights of facts upon which the Indemnified Party intends to base a Claim for indemnification hereunder except pursuant to the extent the Indemnifying Party is prejudiced therebythis Article IX; provided, however, that the failure or delay to so notify the Indemnifying Party Shareholder Representative or the Parent, as the case may be, shall not relieve the indemnifying party of any such Claim shall relieve the Indemnifying Party from obligation or liability that it the indemnifying party may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only except to the extent that the indemnifying party demonstrates that his, her or its ability to defend or resolve such Claim is materially adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based and shall include the amount of the loss directly attributable to indemnifiable Losses (or, if such failure to notify amount is not then determined, a good faith estimate thereof) and shall not relieve the Indemnifying Party from any liability that it may have to basis for the Indemnified Party otherwisedetermination of the amount of such Losses.

Claim Notice. In A party which seeks indemnity under this ‎Article 8 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the event that party from whom indemnification is sought (an “Indemnifying Party”). The Claim Notice shall contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against Damages incurred or sought reasonably expected to be collected from such incurred by the Indemnified Party, such Indemnified Party shall, within forty-five (45ii) calendar days a reasonable explanation of the receipt thereof, give notice (the "Claim Notice") to the Indemnifying Party of such Claim specifying the nature of and specific basis for such the Claim and the estimated amount thereof, Notice to the extent of facts then feasible, which estimate shall not be binding upon known by the Indemnified Party in its effort to collect (including any supporting documents required by Section ‎8.3(d)), and (iii) a demand for payment of those Damages; provided that the final amount of such Claim. The failure to give any such notice Claim Notice shall not affect the rights of the Indemnified Party to indemnification hereunder except to the extent that the Indemnifying Party is shall have been materially prejudiced therebyby reason of such failure; and provided, the failure to so notify the Indemnifying Party of further, that any such Claim Notice shall relieve not limit or prejudice any of the rights or remedies of any Indemnified Party on the basis of any limitations on the information included in such Claim Notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege, unless such limitations materially and adversely prejudice the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwiseParty.

Claim Notice. In the event that any Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party, such Indemnified Party shall, within forty-five thirty (4530) calendar days of the receipt thereof, give notice (the "“Claim Notice"”) to the Indemnifying Party of such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except hereunder. Additionally, to the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14provisions, as applicable, but only to the extent of the loss directly attributable to such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise.

Claim Notice. In the event Each Party that any desires to make a Claim for which indemnification pursuant this ARTICLE XIII (an Indemnifying Party would be liable “Indemnified Party”) shall prepare, and deliver to an Buyer (if the Indemnified Party hereunder is asserted against or sought to be collected from such an Archway Party Indemnified Party, such ) or to the Archway Representative (if the Indemnified Party shallis a Buyer Indemnified Party) (in each such case, within forty-five (45) calendar days of the receipt thereofan “Indemnifying Party”), give a notice (the "a “Claim Notice"”) (i) specifying the nature and basis for such Claim, including a statement that the Indemnified Party reasonably expects to pay or sustain Damages subject to indemnification pursuant to this ARTICLE XIII and (ii) specifying in reasonable detail the Damages included in the amount so stated and provide a copy of all papers served with respect to such Claim (if any). For purposes of this Section 13.6, receipt by a Party of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Party will require prompt delivery of a Claim Notice to the Indemnifying Party of the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve an Indemnifying Party from liability hereunder with respect to such Claim specifying the nature of and specific basis for such Claim and the estimated amount thereof, except to the extent then feasible, which estimate shall not be binding upon the Indemnified Party in its effort to collect the final amount of such Claim. The failure to give any such notice shall not affect the rights of the Indemnified Party to indemnification hereunder except and only to the extent the Indemnifying Party is actually and materially prejudiced thereby, the failure to so notify the Indemnifying Party of any such Claim shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in Article 13 or Article 14, as applicable, but only to the extent of the loss directly attributable to by such failure to notify and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwiseor delay.