Common use of Direct Claim Procedures Clause in Contracts

Direct Claim Procedures. (a) In the event an Indemnitee has a claim for indemnity under Section 4.02 against an Indemnifying Party that does not involve a Third-Party Claim, the Indemnitee agrees to give notice in writing, as promptly as practicable, of such claim to the Indemnifying Party, which notice will in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in the possession or under the control of the Indemnitee). The failure to notify the Indemnifying Party within the Notice Period will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice).

Direct Claim Procedures. (a) In the event an Indemnitee has a claim for indemnity under Section 4.02 4.03 against an Indemnifying Party that does not involve a Third-Party Claim, the Indemnitee agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages incurred or that such Indemnitee reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in the possession or under the control of the Indemnitee). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice), and in any event, the Indemnifying Party will have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the applicable Notice Period for such claim.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 11.02 against an Indemnifying Party that does not involve a Third-Third- Party Claim, the Indemnitee Indemnified Party agrees to give notice in writingprompt written notice, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 sixty (60) days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such sixty (60-) day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party, and in any event, the Indemnifying Party (shall have no indemnification obligation in respect of any claim for which case relieved only to notice is delivered following expiration of the extent of applicable Notice Period for such prejudice)claim.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 11.02 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”) (it being agreed that knowledge of the Business Employees as of the Applicable Transfer Time with respect to facts or circumstances existing prior to such Applicable Transfer Time shall not be imputed to Buyer or its Affiliates or Representatives for this purpose). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice)Party.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 this Article 10 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 forty-five (45) days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Losses incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party, and in any event, the Indemnifying Party (shall have no indemnification obligation in respect of any claim for which case relieved only to notice is delivered following expiration of the extent of applicable Notice Period for such prejudice)claim, if any.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 ‎Section 11.02 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party, and in any event, the Indemnifying Party (shall have no indemnification obligation in respect of any claim for which case relieved only to notice is delivered following expiration of the extent of applicable Notice Period for such prejudice)claim.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 ‎‎Section 11.02 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice), and in any event, the Indemnifying Party shall have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the applicable Notice Period for such claim.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 11.02 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give notice in writinggive, as promptly as practicable, written notice of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party, and in any event, the Indemnifying Party (shall have no indemnification obligation in respect of any claim for which case relieved only to notice is delivered following expiration of the extent of applicable Notice Period for such prejudice)claim.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 10.02 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-60 day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually and adversely prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice)Party.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 11.02 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party (in which case relieved only to the extent of such prejudice), and in any event, the Indemnifying Party shall have no indemnification obligation in respect of any claim for which notice is delivered following expiration of the applicable Notice Period for such claim.

Direct Claim Procedures. (a) In the event an Indemnitee Indemnified Party has a claim for indemnity under Section 4.02 ‎Section 10.01 against an Indemnifying Party that does not involve a Third-Third Party Claim, the Indemnitee Indemnified Party agrees to give prompt notice in writing, and as promptly as practicable, of such claim to the Indemnifying Party, which notice will shall in no event be delivered to the Indemnifying Party later than 60 days after the Indemnitee Indemnified Party first learns of the facts on which such claim is based (such 60-day period, the “Notice Period”). Such notice will shall set forth in reasonable detail such claim and the basis for indemnification and the amount of such damages Damages incurred or that such Indemnitee Indemnified Party reasonably estimates in good faith is likely to be incurred in connection with such claim (all taking into account the information then in available to the possession or under the control of the IndemniteeIndemnified Party). The failure to notify the Indemnifying Party as promptly as practicable within the Notice Period will shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually prejudiced the Indemnifying Party, and in any event, the Indemnifying Party (shall have no indemnification obligation in respect of any claim for which case relieved only to notice is delivered following expiration of the extent of applicable Notice Period for such prejudice)claim.