Notice of a Claim. The Notice of a Claim shall be submitted as follows:
Notice of a Claim. In order for a party to be entitled to indemnification pursuant to this Agreement, the indemnified party shall notify the indemnifying party in writing of any claim that it reasonably believes is likely to result in a Loss within ten (10) days of the date such party receives written notice or otherwise becomes aware of the claim, describing in reasonable detail the claim (including whether such claim is for Direct Losses or Company Level Losses) and the estimated amount of the claim; provided, however, that the failure of an indemnified party so to notify the indemnifying party of the claim shall not relieve the indemnifying party of its obligations under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give notice). The indemnified party shall deliver to the indemnifying party copies of all notices and documents (including court papers) received by the indemnified party relating the claim along with the notice referred to above. If the indemnifying party does not object in writing to the availability of the indemnity under this Agreement within twenty (20) days after receiving such notice, then the claim set forth in the notice by such party shall be considered a valid claim under this Agreement (a "Valid Claim"), and such Valid Claim (to the extent payable after giving effect to the limitations set forth in Section 5(b)) shall be paid in accordance with Section 7 hereof. If any indemnifying party objects in writing as to the availability of the indemnity with respect to such claim within such twenty (20) day period, then the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.
Notice of a Claim. Promptly, and in any event no later than ten Business Days after receipt by the Indemnified Party of a written notice of a claim or threatened claim against it which may result in a demand for indemnification under this Agreement, the Indemnified Party will give written notice to the Company of the claim or threatened claim. A notice delivered under this Section will include a description of the claim or threatened claim, a summary of the facts giving rise to the claim or threatened claim and, if possible, an estimate of any potential liability arising under the claim or threatened claim. Failure by the Indemnified Party to notify the Company of any claim or threatened claim will not relieve the Company from its obligations under this Agreement or otherwise limit its liability, except to the extent that the claim includes legal proceedings and the failure of the Indemnified Party to notify the Company within the required time limits prejudices the defence of the claim.
Notice of a Claim. The following provision shall apply in lieu of Section V.A. of the General Terms and Conditions:
Notice of a Claim. It is a condition of this policy that the Assured shall report in writing to the Underwriters hereon any circumstances which may give rise to a claim under this policy within 30 days of the Assured's knowledge of such circumstances and shall thereafter keep the Underwriters fully informed of all developments.
Notice of a Claim. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party’s employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party. The notice shall provide sufficient detail to enable the other party to investigate the matter.
Notice of a Claim. From time to time, Buyer may give written notice (a “Claim Notice”) to the Selling Parties’ Representative (with a copy to the Escrow Agent) of any claim for indemnification that Buyer may have based on Buyer’s reasonable judgment pursuant to Section 8.5 of the Merger Agreement (a “Claim”). Such Claim Notice shall specifically identify this Agreement and specify in reasonable detail the facts giving rise to any claims for indemnification under the Merger Agreement, the amount of the Claim or the method of computation of the amount of such Claim, a reference to the applicable provision(s) in the Merger Agreement or other document delivered pursuant thereto upon which the Claim is based and identify the Escrow Subaccount from which such Claim shall be satisfied. Additionally, the Claim Notice shall identify the type (cash and/or Buyer Stock) and amounts (dollar amounts and/or number of share of Buyer Stock) of Escrow Holdings that Buyer claims to be entitled to receive (the “Cash/Stock Proposal”). If the dollar amount of such Claim cannot be accurately determined, the Claim Notice shall include Buyer’s good-faith estimate (which shall be subject to the Selling Parties’ Representative’s approval, which will not be unreasonably withheld nor construed as any admission on the Selling Parties’ part), which shall serve as the dollar amount in question hereunder until such dollar amount can be more accurately determined. The Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Merger Agreement.
Notice of a Claim. If any action, suit or proceeding is brought against any Indemnified Party by reason of any occurrence for which the Developer is obliged to indemnify such Indemnified Party, such Indemnified Party will promptly notify the Developer of such action, suit or proceeding. The Developer may, and upon the request of such Indemnified Party shall, at the Developer’s sole expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by the Developer and reasonably approved by such Indemnified Party in writing.
Notice of a Claim. The Buyer shall serve written notice on the Sellers of any facts or circumstances resulting (i) in any of the Sellers Representations and Warranties being untrue, uncomplete or misleading as of the date of this Agreement; (iii) in any other Damage, resulting from the breach of any other contractual obligation under this Agreement, which may result in the Buyer seeking Damages from the Sellers (a “Claim”). Each notice of a Claim shall be sent in accordance with Clause 19 and shall contain, with respect to each Claim, (i) a description of the facts and the nature of the Claim, according to the information available at the moment the Notice of Claim is served, (ii) a description of the grounds on which the Seller’s liability for Damages arises under this Agreement, and (iii) the amount claimed, if it is possible to quantify at that moment. The Buyer shall promptly provide to the Sellers the information (in its possession or control) reasonably required to enable the Seller to analyse any Claim brought by the Buyer.
Notice of a Claim. If any third party notifies an Indemnified Person with respect to any matter which may give rise to an Indemnity Claim against an Indemnifying Person under this Article 9 (a “Third Party Claim”), then the Indemnified Person will give written notice to the Indemnifying Person of such Third Party Claim; provided, however, that no delay on the part of the Indemnified Person in notifying the Indemnifying Person will relieve the Indemnifying Person from any obligation under this Article 9 except to the extent such delay actually and materially prejudices the Indemnifying Person.
