Common use of Claim Procedures Clause in Contracts

Claim Procedures. (a) In order for an Indemnified Party to duly make a valid claim under Section 9.2, the Indemnified Party must promptly, but in no event later than 60 days from the date that the Indemnified Party first becomes aware of such claim, provide written notice to the Sellers’ Representative (in the case of a claim made by a Parent Indemnified Party) or to Parent (in the case of a claim made by a Company Group Indemnified Person) (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 9.2 which the Indemnified Party alleges to have occurred (including, if applicable, an identification of any specific representation that is alleged to have been breached), a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Losses imposed, incurred, suffered or asserted in connection therewith or arising therefrom (to the extent then ascertainable), and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that, subject to and without limitation of Section 9.1, any failure or delay by the Indemnified Party in delivering a Claim Notice to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification under this Article IX, except to the extent the Indemnifying Party has been prejudiced by such failure or delay. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith.

Claim Procedures. (a) In Except with respect to Tax Claims, which are covered solely under Section 4.24, in order for an a Buyer Indemnified Party or a Seller Indemnified Party (any of them, an “Indemnified Party”) to duly make a valid claim under Section 9.27.2 or Section 7.3, the Indemnified Party must (promptly, but in no event later more than 60 days from twenty Business Days following the first date that following the Closing Date on which such Indemnified Party first becomes aware has knowledge of facts, matters or circumstances from which it is reasonably apparent that such claim, an occurrence is likely to have occurred) provide written notice to the Sellers’ Representative Seller (in the case of a claim for claims made by a Parent Buyer Indemnified PartyParties) or to Parent Buyer (in the case of a claim for claims made by a Company Group Seller Indemnified PersonParties) (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 9.2 7.2 or Section 7.3 which the Indemnified Party alleges to have occurred (including, if applicable, an identification of any specific representation that is alleged to have been breached)occurred, a description of the facts and circumstances giving rise to such occurrences, the amount or the estimated amount of Losses imposedactually incurred or suffered as a result thereof, incurred, suffered or asserted and a description of any other remedy sought in connection therewith or arising therefrom (to the extent then ascertainable)therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that, subject to and without limitation of Section 9.1, any failure or delay by provided that the Indemnified Party in delivering may delay delivery of any Claim Notice until the date that the Additional Consideration is finally determined pursuant to Section 1.1(b) so long as such delay does not materially prejudice the Indemnifying Party’s defense or resolution of such claim; provided, further, that the failure of an Indemnified Party to provide a Claim Notice to in a timely manner shall not relieve the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification of its obligations under this Article IX, VII except to the extent that the Indemnifying Party Party’s defense or resolution of such claim has been materially prejudiced by such failure or delayfailure. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably fully and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith. The Indemnifying Party and the Indemnified Party shall use commercially reasonable efforts to avoid production of Confidential Information (consistent with applicable Law) to third parties and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work product privileges.

Claim Procedures. (a) In order for an Indemnified Party to duly make a valid claim under Section 9.28.2, the Indemnified Party must promptly, but in no event later than 60 days from (reasonably promptly following the first date that following the Closing Date on which such Indemnified Party first becomes aware has knowledge of facts, matters or circumstances from which it is reasonably apparent that such claim, an occurrence is likely to have occurred) provide written notice to the Sellers’ Representative (in the case of a claim made by a Parent Indemnified Party) or to Parent (in the case of a claim made by a Company Group Indemnified Person) Majority Stockholder (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 9.2 8.2 which the Indemnified Party alleges to have occurred (including, if applicable, an identification of any specific representation that is alleged to have been breached)occurred, a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Losses imposed, incurred, suffered or asserted in connection therewith or arising therefrom (to the extent then ascertainable), and a description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that, subject to and without limitation of Section 9.1, any failure or delay by the Indemnified Party in delivering a Claim Notice to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification under this Article IX, except to the extent the Indemnifying Party has been prejudiced by such failure or delay. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith. The Indemnifying Party and the Indemnified Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law) to third parties and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work product privileges.

Claim Procedures. (a) In order for an Subject to the limitations set forth in Section 9.3, in the event any Indemnified Party wishes to duly make assert a valid claim under Section 9.2this Article IX, Parent (in the case of Parent Indemnified Party must promptly, but in no event later than 60 days from the date that the Indemnified Party first becomes aware of such claim, provide written notice to the Sellers’ Parties) and Stockholder Representative (in the case of a claim made by a Parent Company Indemnified PartyParties) or shall deliver to the Stockholder Representative (in the case of Company Indemnifying Parties) and Parent (in the case of a claim made by a Company Group Indemnified PersonParent Indemnifying Parties) (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 9.2 which the Indemnified Party alleges to have occurred (includingand, if applicable, an identification counsel a written claim notice signed by one of any specific representation that is alleged to have been breached), a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Losses imposed, incurred, suffered or asserted in connection therewith or arising therefrom (to the extent then ascertainable), and, to the extent practicable, any other material details pertaining thereto its authorized representatives (a “Claim Notice”): (i) stating that such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) if and to the extent reasonably available, specifying such Losses in reasonable detail, the date that each such Loss was paid, incurred, suffered or sustained, or the basis for such anticipated Losses, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. A Claim Notice may be updated from time to time by the party delivering such Claim Notice to reflect any change in circumstances following the date thereof. A failure to give complete, accurate, or timely notice (as long as it has been made prior to the expiration of the applicable survival periods in Section 9.1) of a Claim Notice will not affect the rights or obligations of the Parent Indemnified Party or Company Indemnified Party, as the case may be, hereunder. If a claim under this Article IX may be brought under different or multiple sections, clauses or sub-clauses of Section 9.2(a) (or with respect to different or multiple representations, warrants or covenants); , then the Parent Indemnified Parties shall have the right to bring such claim under any or each such section, clause, subclauses, representation, warranty or covenant (each a “Subject Provision”) that it chooses and the Parent Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Parent Indemnified Parties not being entitled to seek indemnification under any other Subject Provision, provided, however, that, subject to and without limitation Parent Indemnified Parties may not choose an alternative Subject Provision that abrogates the Deductible or deprives the Parent Indemnifying Parties of Section 9.1, any failure or delay by the Indemnified Party in delivering a Claim Notice to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification under this Article IX, except to the extent the Indemnifying Party has been prejudiced by such failure or delay. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information coverage available under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewithR&W Policy or D&O Tail Policy.

Claim Procedures. (a) In order for an Investor Indemnified Party or an AT&T Indemnified Party (any of them, an “Indemnified Party”) to duly make a valid claim under Section 9.28.2 or Section 8.3, the Indemnified Party must (promptly, but in no event later more than 60 days from 20 Business Days, following the first date that following the Closing Date on which such Indemnified Party first becomes aware has knowledge of facts, matters or circumstances from which it is reasonably apparent that such an occurrence is likely to have occurred; provided, that no failure to give notice of such claimclaim prior to the expiration of such 20 Business Day period will relieve such Indemnifying Party from any obligation under this Article VIII, except to the extent such failure actually and materially prejudices such Indemnifying Party) provide written notice to the Sellers’ Representative AT&T (in the case of a claim for claims made by a Parent Investor Indemnified PartyParties) or to Parent Investor (in the case of a claim for claims made by a Company Group AT&T Indemnified PersonParties) (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 9.2 8.2 or Section 8.3 which the Indemnified Party alleges to have occurred (including, if applicable, an identification of any specific representation that is alleged to have been breached)occurred, a reasonable description of the facts and circumstances giving rise to such occurrencesoccurrences in light of the facts and circumstances then known to the Indemnified Party, the estimated amount of Losses imposed, incurred, actually incurred or suffered or asserted in connection therewith or arising therefrom as the result thereof (to the extent then ascertainable), and a description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that, subject to and without limitation of Section 9.1, any failure or delay by that no defect in the information contained in such Claim Notice from the Indemnified Party in delivering a Claim Notice to the any Indemnifying Party shall not affect the Indemnified Party’s right to indemnification will relieve such Indemnifying Party from any obligation under this Article IX, VIII except to the extent the such defect actually and materially prejudices such Indemnifying Party has been prejudiced by such failure or delayParty. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith. The Indemnifying Party and the Indemnified Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law) to third parties and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work product privileges.

Claim Procedures. (a) In order for an Indemnified Party to duly make a valid claim under Section 9.28.2, the Indemnified Party must promptly(as promptly as reasonably practicable following the first date (following the Closing Date) on which such Indemnified Party has knowledge of facts, matters or circumstances from which it is reasonably apparent that an occurrence giving rise to a right of indemnification under this Agreement is likely to have occurred or could reasonably be expected to occur, but in no event later than 60 days from the date that the Indemnified Party first becomes aware of such claim, Covered Matter Expiration Date) provide written notice to the Sellers’ Representative (in the case of a claim made by a Parent Indemnified Party) or to Parent (in the case of a claim made by a Company Group Indemnified Person) (the recipient of such notice, the “Indemnifying Party”)Member Representative, which notice shall set forth a description in reasonable detail of the occurrence(s) that gave rise or are reasonably expected to give rise to the amounts specified in Section 9.2 8.2 which the Indemnified Party alleges to have occurred (including, if applicable, an identification of any specific representation that is alleged to have been breached)occurred, a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Losses that have been or are reasonably expected to be imposed, sustained, incurred, suffered or asserted in connection therewith or arising therefrom (to the extent then ascertainableascertainable or estimable), and a description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that, subject to and without limitation of Section 9.1, any failure or delay by the Indemnified Party in delivering a Claim Notice to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification under this Article IX, except to the extent the Indemnifying Party has been prejudiced by such failure or delay. The Indemnified Party shall cooperate with and provide to the Indemnifying Party Member Representative such information under the Indemnified Party’s control as the Indemnifying Party Member Representative may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party Member Representative reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith.

Claim Procedures. (a) In order for an a Purchaser Indemnified Party or a Seller Indemnified Party (any of them, an “Indemnified Party”) to duly make a valid claim under with respect to any of the occurrences specified in Section 9.29.3 or Section 9.4, the Indemnified Party must promptly, but promptly (and in no any event later than 60 within 30 days from of the date that the Indemnified Party first becomes aware identification of such a claim, ) provide written notice to the Sellers’ Representative Seller Parent (in the case of a claim for claims made by a Parent Purchaser Indemnified PartyParties) or to Parent Purchaser (in the case of a claim for claims made by a Company Group Seller Indemnified PersonParties) (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 9.2 9.3 or Section 9.4 which the Indemnified Party alleges to have occurred (including, if applicable, an identification of any specific representation that is alleged to have been breached)occurred, a description of the facts and circumstances giving rise to such occurrences, the estimated amount of Losses imposed, incurred, Damages actually incurred or suffered or asserted in connection therewith or arising therefrom as the result thereof (to the extent then ascertainable), and a description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that, subject provided that the failure to and without limitation of Section 9.1, any failure or delay by the Indemnified Party in delivering a Claim Notice to give such prompt written notice shall not relieve the Indemnifying Party shall not affect the Indemnified Party’s right to of its indemnification under this Article IXobligations, except and only to the extent that the Indemnifying Party has been forfeits rights or defenses or is otherwise prejudiced by reason of such failure or delayfailure. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith. The Indemnifying Party and the Indemnified Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law) to third parties and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work product privileges.