Common use of Inter-Party Claims Clause in Contracts

Inter-Party Claims. In order for a Purchaser Indemnitee or a Seller Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 10, the Indemnified Party shall provide the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) a Notice of Claim promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent (and only to the extent) the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Article 12.

Inter-Party Claims. In order for a Purchaser Indemnitee or a Seller Indemnitee (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant provided for under this Agreement, other than with respect to this Article 10a claim relating to Taxes (including a claim for breach of a representation contained in Section 4.08) which shall be governed by the notice provisions of Section 10.01(g), (such party the Indemnified “Claiming Party”), such Claiming Party shall provide must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) a Notice in writing as promptly as reasonably practicable after receiving actual knowledge of Claim promptly after the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, hereunder except to the extent (and only to the extent) the Indemnifying Defending Party shall have been actually and materially prejudiced as a result of such failure or and the indemnification obligations are materially increased as a result of such failure. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall shall, subject to the terms of this Agreement, be resolved by litigation in accordance with Article 12an appropriate court of competent jurisdiction.

Inter-Party Claims. In order for a Purchaser Indemnitee Indemnified Party or a Seller Indemnitee Participating Holder (each, an “Indemnified Party”) to be entitled to any indemnification pursuant to this Article 10hereunder, the Indemnified Party shall provide must notify the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) a Notice of Claim in writing reasonably promptly after occurrence becoming aware of the event facts or circumstances giving rise to such the Indemnified Party’s claim for indemnificationindemnification but on or prior to the expiration date of such representation, warranty, covenant or indemnification obligation as provided elsewhere in this Agreement, which written notice shall specify in reasonable detail the basis of such claim (to the extent then ascertainable); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, hereunder except to the extent (and only to the extent) the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or the its indemnification obligations are materially increased as a result of such failure. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Article 12this Agreement.

Inter-Party Claims. In order for A Parent Indemnified Party shall notify the Representative and a Purchaser Indemnitee or a Seller Indemnitee Shareholder Indemnified Party shall notify Parent (each, each such Parent Indemnified Party and Shareholder Indemnified Party referred to herein as an “Indemnified Party”) , and the Representative, in its capacity as the Representative of the Shareholders’ interest in the Escrow Amounts, and the Parent Indemnifying Parties referred to be entitled to any indemnification pursuant to this Article 10, the Indemnified Party shall provide the other Party or Parties from whom such indemnification is sought (herein as the “Indemnifying Party”) a Notice in writing of Claim promptly after the occurrence of the an event giving rise to such Indemnified Party’s claim for indemnification; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, hereunder except to the extent (and only to the extent) the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Article 12the terms of this Agreement.

Inter-Party Claims. In order for a Purchaser Parent Indemnitee or a Seller Holder Indemnitee (each, an “Indemnified Party”) to be entitled to seek any indemnification pursuant to provided for under this Article 10Agreement (such party, the Indemnified “Claiming Party”), such Claiming Party shall provide must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) a Notice of Claim in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis and, if available, the amount of Loss with respect to, such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, hereunder except to the extent (and only to the extent) the Indemnifying Defending Party shall have been actually and is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall shall, subject to the terms of this Agreement, be resolved by litigation in accordance with Article 12an appropriate court of competent jurisdiction. The Claiming Party shall have the burden of proof in establishing the amount of Losses it has suffered.

Inter-Party Claims. In order for a Purchaser Parent Indemnitee or a Seller Holder Indemnitee (each, an “Indemnified Party”) to be entitled to seek any indemnification pursuant to provided for under this Article 10Agreement (such party, the Indemnified “Claiming Party”), such Claiming Party shall provide must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) a Notice of Claim in writing promptly after the Claiming Party becomes aware of the occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall will not affect the indemnification provided hereunder, hereunder except to the extent (and only to the extent) the Indemnifying Defending Party shall have been actually and is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall will, subject to the terms of this Agreement, be resolved by litigation in accordance with Article 12an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses it has suffered.

Inter-Party Claims. In order for a Purchaser Indemnitee or a Seller Indemnitee (each, an “Indemnified Party”) party to be entitled to seek any indemnification pursuant to provided for under this Article 10Agreement (such party, the Indemnified “Claiming Party”), such Claiming Party shall provide must notify the other Party party or Parties parties from whom such indemnification is sought (the “Indemnifying Defending Party”) a Notice of Claim in writing promptly after occurrence of the event giving rise to such Indemnified Claiming Party’s claim for indemnification, specifying in reasonable detail the basis of such claim; provided, however, provided that failure to give such notification shall will not affect the indemnification provided hereunder, hereunder except to the extent (and only to the extent) the Indemnifying Defending Party shall will have been actually and materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Claiming Party will thereupon give the Defending Party reasonable access during normal business hours to the books, records and assets of the Claiming Party to the extent relevant to such claim. If the Indemnifying Defending Party disputes its liability with respect to any such claim, the Indemnifying Defending Party and the Indemnified Claiming Party shall will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall will, subject to the terms of this Agreement, be resolved by litigation in accordance with Article 12an appropriate court of competent jurisdiction. The Claiming Party will have the burden of proof in establishing the amount of Losses suffered by it.