Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served with respect to such Action, (C) including the Indemnified Party’s best estimate estimate, if reasonably estimable at such time, of the amount of Losses Damages that may arise from such Action, and (DC) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a10.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Datenotice.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give or cause to be given such notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a11.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification pursuant to this Article XI (an “Indemnification Claim”) against by any Person person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of and the facts giving rise to the Action, (B) including a copy of all relevant documentation served papers served, if any, with respect to such Action, (C) to the extent known at such time, including the Indemnified Party’s best estimate of the amount of Losses Damages (including the method of calculation thereof) that may arise from such ActionAction (it being understood that in no event shall such estimate limit any claim for Damages hereunder), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action Indemnitor is actually and materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a11.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by any Person that is not a Party or an Affiliate of a Party (a “Third Party Action”) that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement pursuant to Section 9.2 (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the ActionAction to the extent known, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such ActionAction (if reasonably capable of being estimated at such time), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a9.3(a) will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Datenotice.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by a third party that may give rise to a claim for indemnification (an “Indemnification Third-Party Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best good faith estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Third-Party Claim in accordance with this Section 8.4(a11.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may is reasonably likely to give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give or cause to be given such notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened notice of any event that may give rise to an Indemnification Claim (other than a claim for indemnification (an “Indemnification Tax Claim”) against any by a Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (Aw) describing in reasonable detail the nature of the ActionAction or event, (Bx) including a copy of all relevant documentation papers served with respect to such ActionAction or pertaining to such event, (Cy) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, Action or event and (Dz) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1A) the defense of such Action is actually prejudiced by the Indemnified Party’s failure to give such notice or (2B) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a11.03(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give or cause to be given such notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a11.03(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification Indemnification Claim under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification Indemnification Claim under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.. 77

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to an Indemnification Claim under this Article XII and was initiated by a claim for indemnification third party (an a “Indemnification Third Party Claim”) against any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the ActionIndemnification Claim, (B) including a copy of all relevant documentation papers served with respect to such ActionIndemnification Claim, if applicable, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such ActionIndemnification Claim, if such estimate can reasonably be made, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) Section 9.3.1 If any Action is commenced or threatened that may give rise to a claim for indemnification pursuant to this Article 9 (an “Indemnification Claim”) against by any Person person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served papers served, if any, with respect to such Action, (C) to the extent known at such time, including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such ActionAction (it being understood that in no event shall such estimate limit any claim for Damages hereunder), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a) 9.3.1 will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action Indemnitor is actually and materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) 9.3.1 prior to the Cut-Off applicable Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best good faith estimate of the amount of Losses Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a12.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify Seller (the Indemnitor “Indemnifying Party”) and (ii) deliver to the Indemnitor Indemnifying Party a written notice (the “Claim Notice”) (A) describing in reasonable detail the 55 33067829.14 nature of the Action, to the extent then known by such Indemnified Party, (B) including including, subject to any restrictions under Law, a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such ActionAction (if known and quantifiable by the Indemnified Party), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor Indemnifying Party in accordance with this Section 8.4(a) will not relieve the Indemnitor Indemnifying Party of any liability Liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off DateNotice.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a13.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a13.3(a) prior to the Cut-Off Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) against by any Person entitled to indemnification under this Agreement (each, an “Indemnified Party”), then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation papers served with respect to such Action, (C) including the Indemnified Party’s best estimate (to the extent then determinable) of the amount of Losses Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a11.3(a) prior to the Cut-Off applicable Survival Expiration Date.