Common use of Claim Process Clause in Contracts

Claim Process. (a) If the Transferor Indemnified Parties suffer or incur, any Loss in relation to, arising out of, or otherwise in connection with any Buyer Indemnification Event (“Transferor Indemnification Claim”), the Transferor Indemnified Parties shall, within 20 (Twenty) Business Days of the Transferor Indemnified Parties becoming aware of the occurrence of such Buyer Indemnification Event, notify in writing the Buyer of such Transferor Indemnification Claim, setting out the claim details relating to: (i) break-up of Losses claimed; (ii) the events and circumstances giving rise to the Losses along with supporting documentation to enable the Buyer to assess the Loss; and (iii) specific provision of the Agreement pursuant to which the claim is being made and the amount (if quantifiable) due to the Transferor Indemnified Parties under this Clause 11A (Buyer Indemnification) (“Transferor Claim Amount”), in each case to the extent known and/or available to the Transferor Indemnified Parties (“Transferor Claim Notice”). It is clarified that any delay in issuing a Transferor Claim Notice shall not relieve the Buyer from its obligation to indemnify, defend and hold harmless the Transferor Indemnified Parties with respect to any Transferor Indemnification Claim save and except to the extent such delay results in an increase in the amount of Loss suffered or incurred by the Transferor Indemnified Parties, in which case the Buyer shall not be liable for such increased Loss. (b) No later than 20 (Twenty) Business Days of receipt of a Transferor Claim Notice from the Transferor Indemnified Parties, the Buyer shall: (i) issue a written notice accepting the terms of the Transferor Claim Notice (“Buyer Acceptance Notice”); or (ii) issue a written notice rejecting any one or more terms of the Transferor Claim Notice, including any portion of the Transferor Claim Amount, (“Buyer Rejection Notice”). (c) If the Buyer issues: (i) a Buyer Acceptance Notice, it shall make full payment of the Transferor Claim Amount, and subject to limitation of aggregate liability as per Clause 11.A.

Claim Process. (a) 8.8.1 If all or any of the Transferor Indemnified Parties suffer or incur, any Loss in relation to, arising out of, or otherwise in connection with any Buyer Indemnification Event (“Transferor Indemnification Claim”), the Transferor Indemnified Parties shall, within 20 ten (Twenty10) Business Days of the Transferor Indemnified Parties becoming aware of the occurrence of such Buyer Indemnification Event, notify in writing the Buyer Indemnifying Party of such Transferor Indemnification Claim, setting out the claim details relating to: (i) break-up of Losses claimed; (ii) the events and circumstances giving rise to the Losses along with supporting documentation to enable the Buyer to assess the Loss; and (iii) specific provision of the Agreement pursuant to which the claim is being made and the amount (if to the extent quantifiable) due to the Transferor Indemnified Parties under this Clause 11A 8 (Buyer Indemnification) (“Transferor Claim Amount”), in each case to the extent known and/or available to the Transferor Indemnified Parties (“Transferor Claim Notice”). It is clarified that any delay in issuing a Transferor Claim Notice shall not relieve the Buyer Indemnifying Party from its obligation to indemnify, defend and hold harmless the Transferor Indemnified Parties with respect to any Transferor Indemnification Claim save and except to the extent such delay results in an increase in the amount of Loss suffered or incurred by the Transferor Indemnified Parties, in which case the Buyer shall not be liable for such increased LossClaim. (b) 8.8.2 No later than 20 ten (Twenty10) Business Days of receipt of a Transferor Claim Notice from the Transferor Indemnified Parties, the Buyer Indemnifying Party shall: (i) issue a written notice accepting the terms of the Transferor Claim Notice (“Buyer Acceptance Notice”); or (ii) issue a written notice rejecting any one or more terms of the Transferor Claim Notice, including any portion of the Transferor Claim Amount, along with detailed reasons for disputing the same (“Buyer Rejection Notice”). (c) 8.8.3 If the Buyer Indemnifying Party issues: (i) a Buyer an Acceptance Notice, it shall make full payment of the Transferor Claim AmountAmount within ten (10) Business Days of receipt of the Acceptance Notice by the Indemnified Parties, provided that, in case of a Third Party Claim, the Indemnifying Party shall fully indemnify and subject hold harmless the Indemnified Parties for all Losses suffered or incurred by them as a result of, such Third Party Claim within ten (10) Business Days of resolution, compromise or settlement of such Third Party Claim; or (ii) a Rejection Notice, then: (a) the Indemnifying Party shall make full payment of any portion of the Claim Amount that has not been disputed by it within ten (10) Business Days of receipt of the Rejection Notice by the Indemnified Parties; and (b) the Parties shall endeavour to limitation resolve the dispute as set out in the Rejection Notice in accordance with the dispute resolution process set out in Clause 12 (Dispute Resolution) below; and (c) the Indemnifying Party shall make any further payment as determined by the arbitral tribunal, within ten (10) Business Days of aggregate liability as per receipt of the order of the tribunal pursuant to the dispute resolution process set out in Clause 11.A.12 (Dispute Resolution) below.

Claim Process. 10.4.1 If a party entitled to indemnification pursuant to the terms hereof (athe “Indemnified Party”) If intends to seek indemnification under this Article 10 from the Transferor Indemnified Parties suffer or incur, any Loss in relation to, arising out of, or otherwise in connection with any Buyer Indemnification Event other party (the “Transferor Indemnification ClaimIndemnifying Party”), the Transferor Indemnified Parties shall, Party shall give the Indemnifying Party notice of such claim for indemnification within 20 thirty (Twenty30) Business Days days of the Transferor receipt of actual knowledge or information by the Indemnified Parties becoming aware Party of any possible claim or action including the occurrence commencement of such Buyer Indemnification Event, notify in writing the Buyer of such Transferor Indemnification Claim, setting out the any claim details relating to: (i) break-up of Losses claimed; (ii) the events and circumstances giving rise or action by a third party which is subject to the Losses along with supporting documentation to enable the Buyer to assess the Loss; and (iii) specific provision of the Agreement pursuant to which the claim is being made and the amount (if quantifiable) due to the Transferor Indemnified Parties indemnification. The Indemnifying Party shall have no liability under this Clause 11A (Buyer Indemnification) (“Transferor Claim Amount”), in each case Article 10 for any claim or action for which such notice is not provided to the extent known and/or that the failure to give such notice prejudices the Indemnifying Party. 10.4.2 The Indemnifying Party shall have the right to assume the defence of any claim or action brought by a third party, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action included both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defences available to it which are different from or additional to those available to the Transferor Indemnifying Party, the Indemnified Parties Party shall have the right to select separate counsel, the reasonable costs of which shall be at the Indemnifying Party’s expense, to assert such legal defences and to otherwise participate in the defence of such action on behalf of such Indemnified Party. 10.4.3 Should any Indemnified Party be entitled to indemnification under this Article 10 as a result of a claim or action by a third party, and should the Indemnifying Party fail to assume the defence of such claim or action, the Indemnified Party may, at the expense of the Indemnifying Party, contest (“Transferor Claim Notice”)or, with or without the prior consent of the Indemnifying Party, settle) such claim or action. It is clarified that Except to the extent expressly provided herein, no Indemnified Party shall settle any delay in issuing a Transferor Claim Notice shall not relieve the Buyer from its obligation to indemnify, defend and hold harmless the Transferor Indemnified Parties claim or action with respect to any Transferor Indemnification Claim save and except which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 10.4.4 Except to the extent such delay results in an increase in expressly provided herein, no Indemnifying Party shall settle any claim or action with respect to which it may be liable to provide indemnification pursuant to this Article 10 without the amount prior written consent of Loss suffered or incurred by the Transferor Indemnified PartiesParty, in which case the Buyer consent shall not be liable for unreasonably withheld or delayed; provided, however, that if the Indemnifying Party has reached a bona fide settlement agreement with the claimant(s) or plaintiff(s) regarding any such increased Loss. (b) No later than 20 (Twenty) Business Days of receipt of a Transferor Claim Notice from claim or any such action and the Transferor Indemnified PartiesParty does not consent to such settlement agreement, then the Buyer shall: (i) issue a written notice accepting dollar amount specified in the terms settlement agreement shall act as an absolute maximum limit on the indemnification obligation of the Transferor Claim Notice (“Buyer Acceptance Notice”); or (ii) issue a written notice rejecting any one or more terms of the Transferor Claim Notice, including any portion of the Transferor Claim Amount, (“Buyer Rejection Notice”)Indemnifying Party. (c) If the Buyer issues: (i) a Buyer Acceptance Notice, it shall make full payment of the Transferor Claim Amount, and subject to limitation of aggregate liability as per Clause 11.A.

Claim Process. (a) 11.5.1 If all or any of the Transferor Indemnified Parties suffer or incur, any Loss in relation to, arising out of, or otherwise in connection with any Buyer Indemnification Event (“Transferor Indemnification Claim”), the Transferor Indemnified Parties shall, within 20 10 (TwentyTen) Business Days of the Transferor Indemnified Parties becoming aware of the occurrence of such Buyer Indemnification Event, notify in writing the Buyer Indemnifying Parties or the relevant Indemnifying Party (if a Sole Liability Indemnification Event) of such Transferor Indemnification Claim, setting out the claim details relating to: ((i) break-up of Losses claimedclaimed including the Pro Rata Share of aggregate Loss for each Indemnifying Party if a Shared Liability Indemnification Event; (ii) the events and circumstances giving rise to the Losses along with supporting documentation to enable the Buyer Indemnifying Parties to assess the Loss; and (iii) specific provision of the Agreement pursuant to which the claim is being made made) and the amount (if quantifiable) due to the Transferor Indemnified Parties under this Clause 11A 11 (Buyer Indemnification) (“Transferor Claim Amount”), in each case to the extent known and/or available to the Transferor Indemnified Parties (“Transferor Claim Notice”). It is clarified that any delay in issuing a Transferor Claim Notice shall not relieve the Buyer Indemnifying Party from its obligation to indemnify, defend and hold harmless the Transferor Indemnified Parties with respect to any Transferor Indemnification Claim save and except to the extent such delay results in an increase in the amount of Loss suffered or incurred by the Transferor Indemnified Parties, in which case the Buyer Indemnifying Party shall not be liable for such increased Loss. (b) 11.5.2 No later than 20 (Twenty) Business Days of receipt of a Transferor Claim Notice from the Transferor Indemnified Parties, the Buyer Indemnifying Parties which have received a Claim Notice shall: (ia) issue a written notice accepting the terms of the Transferor Claim Notice (“Buyer Acceptance Notice”); or (iib) issue a written notice rejecting any one or more terms of the Transferor Claim Notice, including any portion of the Transferor Claim Amount, (“Buyer Rejection Notice”). (c) 11.5.3 If the Buyer an Indemnifying Party issues: (ia) a Buyer an Acceptance Notice, it shall but subject to Clause 11.11 make full payment of the Transferor Claim AmountAmount (to the extent of its Pro Rata Share, if a Shared Liability Indemnification Event), and subject to limitation of aggregate liability as per Clause 11.A.per