Claim Notices. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a notice (a “Claim Notice”) to each party against whom a Claim is asserted. The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address or email address on file with the Bank. You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must be sent to MoCaFi, 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxx, XX 00000.
Claim Notices. If any Person that may be entitled to indemnification hereunder (an “Indemnified Party”) asserts a claim for indemnification hereunder (a “Claim”), such Indemnified Party shall provide a written notice thereof (a “Claim Notice”) to the party required by the terms of this Agreement to indemnify the Indemnified Party (an “Indemnifying Party”) (i) within thirty (30) days after its receipt of written notice of either commencement of any third-party litigation or any third-party claim against it (such litigation or claim by a third party, a “Third-Party Claim”), or (ii) within a reasonable period after such Indemnified Party becomes aware of the existence of any other event with respect to which indemnification may be sought from the Indemnifying Party; provided, however, that no delay or failure on the part of an Indemnified Party in providing a Claim Notice to any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder except to the extent the Indemnifying Party is prejudiced by such delay or failure.
Claim Notices. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a notice (a “Claim Notice”) to each party against whom a Claim is asserted. The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address or email address on file with the Bank. You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must be sent to WebBank, Attn: Deposit Operations, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000.
Claim Notices. Each Indemnified Party shall provide written notice to the Indemnifying Party of any claim or demand that it may have under this Section 9.2 (a “Claim Notice”), and, in the event that there is asserted against an Indemnified Party any claim, demand, action, proceeding or investigation instituted by a Person other than Parent or the Holder Representative on behalf of the Holders for which the Indemnifying Party may be obligated to indemnify hereunder (such claim, a “Third Party Claim”), such Indemnified Party shall provide a Claim Notice with respect thereto within thirty (30) days following such Indemnified Party’s receipt of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Claim Notices. Following the Closing, if the Purchaser has or claims to have incurred or suffered Damages for which it may be entitled to indemnification under this Article VI and desires to exercise any rights or remedies it may have under this Agreement with respect thereto, the Purchaser shall promptly deliver a written claim notice (a “Claim Notice”) to the Selling Parties. Each Claim Notice shall: (a) state that such Purchaser believes that there is or has been a breach of a representation, warranty or covenant contained in this Agreement; (b) contain a reasonably detailed description of the circumstances supporting such Purchaser’s belief that there is or has been such a breach; and (c) contain a good faith, non-binding, preliminary estimate of the amount of Damages such Purchaser claims to have so incurred (the “Claimed Amount”).
Claim Notices. A Claim Notice shall state the estimated amount of Losses (which estimate shall not be conclusive of the final amount of such claim) that the Indemnified Party believes it has sustained, incurred or suffered with respect to any Third Party Claim or Direct Claim and identify the representations and warranties of the Indemnifying Party that the Indemnified Party believes were breached or otherwise identify the bases upon which the Indemnified Party believes that it is entitled to indemnification (which bases shall not be conclusive of the final determination of liability for indemnification).
Claim Notices. A Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a written notice of any Claim or Special Claim for which the Indemnified Party intends to base a request for indemnification hereunder (such notice, a “Claim Notice”); provided, however, that an Indemnified Party’s failure to provide a Claim Notice shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder. Each Claim Notice must contain a description of the Claim or Special Claim, as applicable, and the nature and amount of the related Losses (to the extent that the nature and amount of such Losses are known at the time), and an Indemnified Party shall furnish promptly to the Indemnifying Party copies of all reasonably necessary papers and official documents received in respect of any such Losses (unless the disclosure of such materials is prohibited by confidentiality obligations or applicable law).
Claim Notices. (a) During the period from the Closing Date until the Scheduled Escrow Expiration Date (as defined in Section 10 hereof), Purchaser acting on its own or, in the event set forth under (i) hereof, on behalf of any other Purchaser Indemnified Party (together for the purposes of this Section 4, "Purchaser") shall be entitled to give the Security Escrow Agent written notice (a "Claim Notice") of (i) any Claims and Damages incurred by it or a Purchaser Indemnified Party for which Purchaser claims that the Company is obligated to indemnify Purchaser pursuant to Article 8 of the Purchase Agreement, (ii) 50% of any payment made by Purchaser to any Business Employee pursuant to the terms of the Severance Agreements listed in Sections 3.14.1 and 3.14.2 of the Disclosure Schedule to the Purchase Agreement, which Purchaser is entitled to recover pursuant to Section 5.8(a) of the Purchase Agreement or (iii) the amount that is to be delivered to Purchaser pursuant to Section 2.3(c)(iii)(B) of the Purchase Agreement.
Claim Notices. In the event that (x) any claim, demand or Proceeding is asserted, notified or instituted by any Person (including by any Governmental Authority) other than the Parties hereto and their respective Affiliates (a "Third Party") which, if successful, could give rise to Damages for which an Indemnifying Party would be liable to an Indemnified Party hereunder (any such claim, demand or Proceeding, a "Third Party Claim"), or (y) any Indemnified Party shall have a claim to receive a partial repayment of the Purchase Price from or to be indemnified by any Indemnifying Party which does not involve a Third Party Claim (any such claim, a "Direct Claim"), the Indemnified Party shall send to the Indemnifying Party a written notice (a "Claim Notice") specifying the factual basis of such claim and the amount or a good faith estimated amount of related Damages to the extent such amount is known or can be determined (which estimate shall not be conclusive of the final amount of such claim), all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which a right to a partial repayment of the Purchase Price or to be indemnified is claimed, and such available supporting evidence as may reasonably be required by the Indemnifying Party to assess the merits of the claim and the computation or estimate of Damages.
Claim Notices. The Indemnified Party shall send a written notice (the “Claim Notice”) to the Indemnitor upon the occurrence of any event or the discovery of any facts, or the commencement of any litigation or proceeding against the Indemnified Party or the Purchaser which might give rise to a Claim. Each Claim Notice shall be given as promptly as possible after the Indemnified Party has actual notice of such event, state of facts, litigation or proceeding and it appears reasonably probable that such event, state of facts, litigation or proceeding might involve matters that would give rise to a Claim against any Indemnitor. Each Claim Notice shall specify, with particularity, the nature and, to the extent ascertainable, the amount of the Claim.
