Common use of Notice of Loss; Third Party Claims Clause in Contracts

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any event, within 20 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall will promptly give the Indemnifying Party a written claim notice (a “Claim Notice”) of any matter which that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any event, within 20 days of such determinationXI, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the . The failure of any Indemnified Party to provide such notice shall give a prompt Claim Notice will not release the Indemnifying Party from any of its indemnification obligations under this Article VIII XI, except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII.failure. Stock Purchase Agreement

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party prompt notice (within 30 days of the incurrence of the related Loss) of any matter which an Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Article VIII, promptly, but in any event, within 20 days of such determinationAgreement, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the specific provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII ARTICLE IX except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise other than under this Article VIIIARTICLE IX.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 thirty (30) calendar days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party written notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability liability that it may have to any the Indemnified Party or otherwise than under pursuant to this Article VIIIArticle.

Notice of Loss; Third Party Claims. (a) An During the period in which the indemnification obligations under this Section VII are in effect, an Indemnified Party shall give the Indemnifying Party written notice of any matter which an Indemnified Party has reasonably determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 sixty (60) days of such determination, stating the estimated amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII Section VII except to the extent that the Indemnifying Party is shall be materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIthereby.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 30 days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement (other than a Third Party Claim), within 20 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (a) An As promptly as practicable after making such determination with respect to any such matter, an Indemnified Party shall give the Indemnifying Party notice of any matter which that an Indemnified Party has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Article VIII, promptly, but in any event, within 20 days of such determinationAgreement, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VIII, except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party written notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 forty-five (45) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article ARTICLE VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (ar) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 days [*****] of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release relieve the Indemnifying Party from any of its obligations under this Article VIII ARTICLE IX, except and only to the extent that the Indemnifying Party is materially was actually prejudiced by the failure to provide such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIInotice.

Notice of Loss; Third Party Claims. (a) An Iris Indemnified Party shall give Parent and a Parent Indemnified Party shall give the Indemnifying Party Iris Stockholder Representative notice of any matter which an such Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIIIAgreement, promptly, but in any event, within 20 days of promptly following such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the applicable Indemnifying Party from any of its their obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve results in a detriment to the applicable Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIParty.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement (other than a Third Party Claim), within 20 60 days of such determination, stating the amount of the LossLoss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise other than under this Article VIIIIX.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 60 days of such determination, stating (on a without prejudice basis) the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; , provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VII except to the extent that such failure results in a detriment to the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise other than under this Article VIIIVII.

Notice of Loss; Third Party Claims. (a) An During the period in which the indemnification obligations under this Article V are in effect, an Indemnified Party shall give the Indemnifying Party written notice of any matter which an Indemnified Party has reasonably determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventAgreement, within 20 sixty (60) days of such determination, stating the estimated amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII V except to the extent that the Indemnifying Party is shall be materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIthereby.

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of any matter which an Indemnified Party has determined has given or could is reasonably likely to give rise to a right of indemnification under this Article VIIIAgreement, promptlyincluding all known material facts and circumstances that give rise to such right of indemnification, but in any event, within 20 days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially actually prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (a) An Other than with respect to any Third Party Claim that is provided for in Section 8.5(b), an Indemnified Party shall give the Indemnifying Party notice of any matter which that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any event, within 20 days of promptly after such determination, stating the amount of the LossLosses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII VIII, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.

Notice of Loss; Third Party Claims. (a) An Other than with respect to any Third Party Claim that is provided for in Section 9.5(b), an Indemnified Party shall give the Indemnifying Party notice of any matter which that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly, but in any eventIX, within 20 ten (10) days of such determination, stating the estimated amount of the Loss, if known, Losses to the extent then ascertainable and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIIIfailure.