Terms and Conditions of Indemnification. The respective obligations and liabilities of the Operating Companies and Buyer to indemnify pursuant to this ARTICLE IX shall be subject to the following terms and conditions:
Terms and Conditions of Indemnification. The respective obligations and liabilities of the Seller and Parent, on the one hand, and Purchaser, on the other, to indemnify pursuant to this Article VIII (a “Claim”) shall be subject to the following additional terms and conditions:
Terms and Conditions of Indemnification. The respective indemnification obligations of the Company and the Investors (each an "Indemnifying Party") under this Section 6 shall be subject to the
Terms and Conditions of Indemnification. The respective obliga- tions and liabilities of Purchaser and Parent to indemnify pursuant to this Article 10 shall be subject to the following terms and conditions:
Terms and Conditions of Indemnification. (a) Any Party seeking indemnification must give the other Party (provided, however, any notice due to or from a Shareholder shall be made only by or to the Shareholders’ Representative) written notice of the claim for Damages (i) stating in reasonable detail the basis on which indemnification is being asserted and the aggregate amount of the Damages or an estimate thereof, in each case to the extent known or determinable at such time, (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the nature of the misrepresentation, breach or claim to which such item is related (to the extent known or determinable at such time), (iii) specifying the provision or provisions of this Agreement under which such Damages are asserted, and (iv) including copies of all notices and documents (including court papers) served on or received by the indemnified Party (such notice a “Claim Notice”); provided, however, that no delay on the part of the indemnified party in notifying any indemnifying party (or providing all of the information described above) shall relieve the indemnifying party from any liability or obligation hereunder unless (and then solely to the extent that) the indemnifying party thereby is materially prejudiced by such failure to give timely notice or to timely provide such information. A Claim Notice may be updated and amended from time to time by delivering an updated or amended Claim Notice to other Party, so long as such update or amendment only asserts bases for Damages reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Notice. All Claims properly set forth in an original Claim Notice or any update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied.
Terms and Conditions of Indemnification. The Purchaser Group shall only be entitled to bring claims for indemnification under Section 12.2 where it has suffered damages or losses in excess of $100,000. All claims for indemnification by the Purchaser Group under Section 12.2 will be asserted and resolved as follows:
Terms and Conditions of Indemnification. The respective obligations and liabilities of the Company, Former Securityholders and Parent to indemnify pursuant to this Article VII shall be subject to the following terms and conditions:
Terms and Conditions of Indemnification. 18.2.1 The respective obligations and liabilities of the Company and Charterhouse (each, an "indemnifying party") to indemnify pursuant to this Section 18 shall be subject to the following terms and conditions:
Terms and Conditions of Indemnification. The respective obligations and liabilities of the Company and the Purchasers (each, an "Indemnifying Party") to indemnify pursuant to this Section 11 shall be subject to the following terms and conditions:
Terms and Conditions of Indemnification. The respective obligations and liabilities of the Company and Stone (each, an "indemnifying party") to indemnify pursuant to this Paragraph 11 shall be subject to the following terms and conditions:
