Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) An indemnified person or entity under Sections 8.2 or 8.5 (the "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party") of any Loss in respect of which such Indemnified Party is seeking indemnification under Sections 8.2 or 8.5, specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss relates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under Section 8.5 shall be given by or to the Stockholder Representative (as defined in Section 8.8).

Procedures Relating to Indemnification. (a) An indemnified person or entity Person under Sections 8.2 8.02(a) or 8.5 8.05(a) (the "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party") of any Loss in respect of which such Indemnified Party is seeking indemnification under Sections 8.2 8.02(a) or 8.58.05(a), specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss relates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under this Section 8.5 8.07(a) shall be given by or to the Stockholder Representative (as defined in Section 8.8)Representative.

Procedures Relating to Indemnification. (a) An indemnified person Person under Section 9.2 or entity under Sections 8.2 or 8.5 9.4 (the "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party") of any Loss in respect of which such Indemnified Party is seeking indemnification under Sections 8.2 Section 9.2 or 8.59.4, specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss relates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, and only to the extent that it is actually prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under this Section 8.5 9.6 shall be given by or to the Stockholder Representative (as defined provided in Section 8.8)11.2.

Procedures Relating to Indemnification. (a) An indemnified person or entity Person under Sections 8.2 7.2(a) or 8.5 7.5(a) (the "“Indemnified Party"”) shall give prompt written notice to the indemnifying party (the "“Indemnifying Party"”) of any Loss in respect of which such Indemnified Party is seeking indemnification under Sections 8.2 7.2(a) or 8.57.5(a), specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss relates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under Section 8.5 7.7(a) to a Seller shall be given by or to the Stockholder Representative (as defined in Section 8.8)Parent.

Procedures Relating to Indemnification. (a) An indemnified person or entity Person under Sections 8.2 8.2(a) or 8.5 8.5(a) (the "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party") of any Loss in respect of which such Indemnified Party is seeking indemnification under Sections 8.2 8.2(a) or 8.58.5(a), specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss relates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under Section 8.5 8.7(a) shall be given by or to the Stockholder Representative (as defined in Section 8.8)Seller.

Procedures Relating to Indemnification. (a) An indemnified person or entity under Sections 8.2 or 8.5 8.3 (the "Indemnified Party") shall give prompt written notice to the an indemnifying party (the "Indemnifying Party") of any Loss in respect of which such Indemnifying Party has a duty to indemnify such Indemnified Party is seeking indemnification under Sections 8.2 or 8.58.3 (a "Claim"), specifying in reasonable detail the nature of such Lossthe Loss for which indemnification is sought, the section or sections of this Agreement to which the Loss relates, Claim relates and the amount of such the Loss involved (or or, if not then determinable, its best a reasonable good faith estimate of the amount of such Lossthe Loss involved), except that any delay or failure so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any such notice to be given to an Indemnifying Party under Section 8.2 or by or to any an Indemnified Party under Section 8.5 8.3 shall be given to or by or to the Stockholder Representative (as defined in Section 8.8)Representative.