Common use of Claim Procedure Clause in Contracts

Claim Procedure. (a) Claim Notice. A Person that seeks indemnity under this ARTICLE 7 (an “Indemnified Party”) shall give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Claims. With respect to matters solely between the Parties, the Claim Notice must contain (i) a description and, to the extent known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay or deficiency or the amount of any associated Damages is increased by such delay or deficiency.

Claim Procedure. (a) Claim Notice. A Person Party that seeks indemnity under this ARTICLE 7 Article VI or under Section 2.2 (an “"Indemnified Party”") shall give written notice (a “"Claim Notice”") to the Party from whom indemnification is sought (an “"Indemnifying Party”"), whether the Damages Liabilities sought arise from matters solely between the Parties or from Third-Third Party Claims. With respect to matters solely between the Parties, the The Claim Notice must contain (i) a description and, to the extent if known, the estimated amount (the “"Claimed Amount”") of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the facts constituting the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, Party and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those DamagesLiabilities. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay or deficiency or the amount of any associated Damages is increased Liabilities caused by or arising solely out of such delay or deficiency.

Claim Procedure. (a) Claim Notice. A Person party that seeks indemnity under this ARTICLE 7 Article 2 (an “Indemnified Party”) shall will give written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Indemnifiable Losses sought arise from matters solely between the Parties parties or from Third-Party Claims. With respect to matters solely between the Parties, the The Claim Notice must contain (i) a description and, to the extent if known, estimated amount (the “Claimed Amount”) of any Damages Indemnifiable Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesIndemnifiable Losses. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay any Indemnifiable Losses are caused by, arise out of or deficiency or the amount of any associated Damages is are increased by such delay or deficiencyfailure.

Claim Procedure. (a) Claim Notice. A Person party that seeks indemnity under this ARTICLE 7 10 (an “Indemnified Party”) shall will give prompt written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Claims. With respect to matters solely between the Parties, the Claim Notice must contain ) containing (i) a description with reasonable detail and, to the extent if known, the estimated amount (the “Claimed Amount”) of any Damages Losses incurred or reasonably expected to be incurred by the Indemnified PartyParty and the method of computation thereof, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. Notwithstanding the foregoing, and (iii) a demand for payment of those Damages. No no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any Liability or obligation hereunder under this Agreement except to the extent that the Indemnifying Party is prejudiced by such delay or deficiency or thereby materially prejudiced. For purposes of this ARTICLE 10, the amount Seller ​ ​ ​ Representative, as representative of any associated Damages is increased by such delay or deficiencythe Sellers, shall receive all notices and take all actions on behalf of the Sellers.

Claim Procedure. (a) Claim Notice. A Person party that seeks indemnity under this ARTICLE 7 Article 10 (an “Indemnified Party”) shall will give written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), ) whether the Damages Losses sought arise from matters solely between the Parties parties or from Third-a claim or Proceeding by another Person not a party, nor an Affiliate of a party, to this Agreement (a “Third Party ClaimsClaim”). With respect to matters solely between the Parties, the The Claim Notice must contain (i) a description and, to the extent if known, the estimated amount (the “Claimed Amount”) of any Damages Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party, Party and (iii) a demand for payment of those Damages. No Losses; provided that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any Liability or obligation hereunder its obligations under this Article 10 except to the extent that the Indemnifying Party is prejudiced by such delay or deficiency or materially prejudices the amount rights of any associated Damages is increased by such delay or deficiencythe Indemnifying Party with respect thereto.

Claim Procedure. (a) Claim Notice. A Person that party which seeks indemnity under this ARTICLE 7 Article 8 (an “Indemnified Party”) shall will give prompt written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Claims. With respect to matters solely between the Parties, the The Claim Notice must shall contain (i) a description and, to the extent if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified PartyParty (including any supporting documents required by Section 8.3(d)), and (iii) a demand for payment of those Damages. No delay or deficiency on ; provided that the part failure to give such Claim Notice shall not affect the rights of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent that the Indemnifying Party is shall have been materially prejudiced by reason of such delay failure; and provided, further, that any such Claim Notice shall not limit or deficiency prejudice any of the rights or the amount remedies of any associated Damages is increased by Indemnified Party on the basis of any limitations on the information included in such delay Claim Notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or deficiencyany other privilege, unless such limitations materially and adversely prejudice the Indemnifying Party.

Claim Procedure. (a) Claim Notice. A Person party that seeks indemnity under this ARTICLE 7 Article 2 (an “Indemnified Party”) shall will give written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Indemnifiable Losses sought arise from matters solely between the Parties parties or from Third-Party Claims. With respect to matters solely between the Parties, the The Claim Notice must contain (i) a description and, to the extent if known, estimated amount (the “Claimed Amount”) of any Damages Indemnifiable Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesIndemnifiable Losses. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay any Indemnifiable Losses are caused by, arise out of or deficiency or the amount of any associated Damages is are increased by such delay or deficiency.failure. (b)

Claim Procedure. (a) Claim Notice. A Person that party which seeks indemnity under this ARTICLE 7 Article 8 (an “Indemnified Party”) shall will give prompt written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Claims. With respect to matters solely between the Parties, the The Claim Notice must shall contain (i) a description and, to the extent if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified PartyParty (including any supporting documents required by Section 8.3(d)), and (iii) a demand for payment of those Damages. No delay or deficiency on Damages; provided that the part failure to give such Claim Notice shall not affect the rights of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent that the Indemnifying Party is shall have been materially prejudiced by reason of such delay failure; and provided, further, that any such Claim Notice shall not limit or deficiency prejudice any of the rights or the amount remedies of any associated Damages is increased by Indemnified Party on the basis of any limitations on the information included in such delay Claim Notice, including any such limitations made in good faith to preserve the attorney­client privilege, work product doctrine or deficiencyany other privilege, unless such limitations materially and adversely prejudice the Indemnifying Party.