Common use of Claims Procedures Clause in Contracts

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice (i) of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Legal Proceeding by a third party or (ii) of facts causing any indemnified Person to believe it has a Claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall will give prompt written notice thereof (the “Claims Claim Notice”) to the relevant indemnifying Person. Notwithstanding the foregoing, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So as long as the Claims Claim Notice is given within the applicable survival period set forth in Section 7.19.1, the failure to so notify the indemnifying Person shall will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced materially prejudices the indemnifying Person. The Claims Claim Notice shall will describe the Asserted Liability in reasonable detail, and shall will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Legal Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall will give prompt written notice thereof (the “Claims Claim Notice”) to the relevant indemnifying Person, ; provided that in any event, such indemnified Person shall will give the Claims Claim Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So As long as the Claims Claim Notice is given within the applicable survival period set forth in accordance with Section 7.110.4(c), the failure to so notify the indemnifying Person shall will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced prejudices the indemnifying Person. The Claims Claim Notice shall will describe the Asserted Liability in reasonable detail, and shall will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.. 68

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is are likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.111.01, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered, the specific provisions of this Agreement that were breached and the relevant specific facts and circumstances constituting such breach. The indemnified Person and the indemnifying Person agree to shall keep each other reasonably appraised apprised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified a Person seeking indemnification (the “Indemnified Person”) of notice (i) of the commencement or assertion of any Claim claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a third party or (ii) of facts causing any indemnified Indemnified Person to believe it has a Claim claim for breach indemnification hereunder (an “Asserted LiabilityIndemnity Claim”), such indemnified Indemnified Person shall will give prompt written notice thereof (the “Claims Claim Notice”) to Holdings LP or to AMID, as applicable (Holdings LP or AMID, as applicable, the relevant indemnifying “Indemnifying Person”). Notwithstanding the foregoing, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So as long as the Claims Claim Notice is given within the applicable survival period set forth in Section 7.18.1, the failure to so notify the indemnifying Indemnifying Person shall will not relieve the indemnifying Indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced materially prejudices the indemnifying Indemnifying Person. The Claims Claim Notice shall will describe the Asserted Liability Indemnity Claim in reasonable detail, and shall will indicate the amount (estimated, if necessary) of the Loss Damages that has been or may be sufferedsuffered and the provisions under this Agreement on which such claim is based. The indemnified Indemnified Person and the indemnifying Indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted LiabilityIndemnity Claim.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is are likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.111.01, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually and materially prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered, the specific provisions of this Agreement that were breached and the relevant specific facts and circumstances constituting such breach. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than the later of (i) 30 days after becoming aware of such Asserted Liability or (ii) 10 days after the filing of the next Quarterly Report on Form 10-Q or Annual Report on Form 10-K of Xxxxx Corporation that is filed after Buyer becomes aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of Any party entitled to indemnification hereunder (the commencement or assertion "Indemnitee") shall notify the party liable for such indemnification (the "Indemnitor") in writing of any Claim Loss which the Indemnitee has determined has given or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to could give rise to a Claim or Proceeding by claim for indemnification under this Agreement. Such notice (a third party or "Notice of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person Claim") shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability specify in reasonable detail, so far as the Indemnitee is able to do so, the nature and any particulars of any such claim giving rise to a right of indemnification (including the amount thereof, so far as the Indemnitee is able to do so). Any Notice of Claim shall be given promptly after Indemnitee has actual knowledge of the Loss, and in no event more than 45 calendar days after such knowledge (or, in the case of a Loss involving filing of a complaint or other pleading, such Notice of Claim shall be given to allow reasonable time for the Indemnitor to answer or otherwise respond to such pleading). Failure or delay of the Indemnitee to give such notice shall relieve the Indemnitor of any liability to the extent actual prejudice results. The Indemnitee shall permit access (or ensure that any relevant Affiliate permits access) by the Indemnitor or its representatives to all personnel, records and other materials reasonably required by them for their use in connection with any Claim, and shall indicate cooperate with the amount (estimated, if necessary) of Indemnitor in connection with all such Claims as reasonably required by the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted LiabilityIndemnitor.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Legal Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Claim Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Claim Notice to the indemnifying Person no later than 30 thirty (30) days after becoming aware of such Asserted Liability. So long as the Claims Claim Notice is given within the applicable survival period set forth in Section 7.19.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Claim Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is are likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.110.01, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered, the specific provisions of this Agreement that were breached and the relevant specific facts and circumstances constituting such breach. The indemnified Person and the indemnifying Person agree to shall keep each other reasonably appraised apprised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Legal Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall will give prompt written notice thereof (the “Claims Claim Notice”) to the relevant indemnifying Person, ; provided that in any event, such indemnified Person shall will give the Claims Claim Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So As long as the Claims Claim Notice is given within the applicable survival period set forth in accordance with Section 7.110.4(c), the failure to so notify the indemnifying Person shall will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced prejudices the indemnifying Person. The Claims Claim Notice shall will describe the Asserted Liability in reasonable detail, and shall will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a non-Affiliate third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a non-Affiliate third party or of facts causing any indemnified Person to believe it has a Claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall give prompt written notice thereof (the “Claims Notice”) to the relevant indemnifying PersonPerson as promptly as reasonably practicable under the circumstances, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 20 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 7.110.1, the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered, shall include a copy of all papers (if any) served with respect to the Claim or Proceeding and shall identify the specific basis under this Agreement for the Asserted Liability. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information obtained by such Person concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Legal Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall will give prompt written notice thereof (the “Claims Claim Notice”) to the relevant indemnifying Person, ; provided that in any event, such indemnified Person shall will give the Claims Claim Notice to the indemnifying Person no later than 30 thirty (30) days after becoming aware of such Asserted Liability. So As long as the Claims Claim Notice is given within the applicable survival period set forth in accordance with Section 7.19.4(c), the failure to so notify the indemnifying Person shall will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced prejudices the indemnifying Person. The Claims Claim Notice shall will describe the Asserted Liability in reasonable detail, and shall will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

Claims Procedures. (a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Legal Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Legal Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach indemnification hereunder (an “Asserted Liability”), such indemnified Person shall will give prompt written notice thereof (the “Claims Claim Notice”) to the relevant indemnifying Person, ; provided that in any event, such indemnified Person shall will give the Claims Claim Notice to the indemnifying Person no later than 30 sixty (60) days after becoming aware of such Asserted Liability. So As long as the Claims Claim Notice is given within the applicable survival period set forth in accordance with Section 7.110.4(c), the failure to so notify the indemnifying Person shall will not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced prejudices the indemnifying Person. The Claims Claim Notice shall will describe the Asserted Liability in reasonable detail, and shall will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.