Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers.
Notice and Determination of Claims. (a) If any Buyer Group Member or any Seller believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member or Seller (the "Indemnified Person"), shall so notify the party or parties required to provide indemnification to such Indemnified Person (the "Indemnitors") promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement or Seller Ancillary Agreement in respect of which such Loss or Expense shall have occurred ("Claim Notice"); provided, however, that the omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitors of their indemnification obligation under this Article VII except to the extent that such omission results in a failure of actual notice to the Indemnitors and such Indemnitors are materially damaged as a result of such failure to give notice. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Person intends to claim any liability or expense as Loss or Expense under this Article VII, such Indemnified Person shall promptly notify the Indemnitors of such action or suit as specified in this Section 7.3.
Notice and Determination of Claims a. If any Parent Group Member wishes to make a claim for indemnification to be satisfied from the Indemnity Fund, such Parent Group Member (individually or collectively, the "CLAIMING PARTY") shall notify the Escrow Agent in writing (the "CLAIM NOTICE") of the facts giving rise to such claim for indemnification hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Shareholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known) the Loss or Expense, the method of computation of such Loss or Expense and contain a reference to the provisions of this Agreement in respect of which such Loss or Expense shall have occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Shareholder Representatives.
Notice and Determination of Claims. 8.4.1. Each claim for indemnification for any Losses may only be asserted on or prior to the applicable Survival Termination Date; provided, that as to any Losses for which a Claim Notice has been given in accordance with the requirements of this Article VIII on or prior to the applicable Survival Termination Date, the indemnification obligation hereunder shall continue until the liability to be satisfied, if any, shall have been determined and paid pursuant to this Article VIII.
Notice and Determination of Claims. If any Indemnified Party believes that it has incurred any Damages for which it may be entitled to indemnification hereunder, whether or not the applicable dollar limitation specified by Article X has been exceeded, such Indemnified Party will so notify the Indemnifying Party promptly in writing (each, a “Claim Notice”), specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted and describing such Damages, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Damages, all with reasonable particularity. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which a Person will be entitled under this Article X will be determined by a Final Determination or by any other means to which Purchaser and Seller may agree in writing. The Indemnified Party will have the burden of proof in establishing the amount of Damages suffered by such Person. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article X will not affect the rights or obligations of any Party hereunder except to the extent that, as a result of such failure, any Party entitled to receive such notice was damaged or prejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise.
Notice and Determination of Claims. 10.2.1 Purchaser or Seller (the “Indemnified Party”) seeking indemnification hereunder shall give to the other party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly after the action or suit is commenced and governed under Section 10.3; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure.
Notice and Determination of Claims. (a) A party seeking indemnification under Section 10.2 (the “Indemnified Party”) may make claims for indemnification hereunder by promptly giving written notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”). If indemnification is sought for a claim or liability asserted by a third party (a “Third Party Claim”), the Indemnified Party shall also give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted; provided that no delay on the part of the Indemnified Party to provide such notice shall relieve or otherwise affect the obligation of the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party has been materially prejudiced thereby. Such notice shall in good faith summarize the bases for the claim for indemnification describing the Damages, the amount thereof, if known or quantifiable, and the method of computation of the Damages, all with reasonable particularity and containing a reference to the provisions of this Agreement, any certificate or other agreement delivered pursuant hereto in respect of which such Damages shall have occurred.
Notice and Determination of Claims. (a) If any Parent Group Member wishes to make a claim of indemnification from the Escrow Fund, Parent shall so notify the Escrow Agent in writing (the “Claim Notice”) of the facts giving rise to such claim for indemnification hereunder. Any Claim Notice shall (i) describe (in reasonable detail and in good faith to the extent then known) the Losses or Expenses in connection therewith and the method of computation of the amount of such claim and (ii) contain a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. The Escrow Agent shall, on the 20th business day after receipt of a Claim Notice, pay or deliver to Parent, for its account or the account of each Parent Group Member named in the Claim Notice, the Escrow Fund or a portion thereof specified in the Claim Notice. Payment shall be delivered as specified in the Claim Notice.
Notice and Determination of Claims. (a) If Parent or the Surviving Corporation wishes to make a claim for indemnification to be satisfied from the Escrow Fund, such party (individually or collectively, the "CLAIMING PARTY") shall so notify the Escrow Agent in writing (the "CLAIM NOTICE") of the claim for indemnification hereunder. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Stockholder Representative.
Notice and Determination of Claims. If any Indemnified Party believes that it has suffered or incurred any Damages, whether or not the applicable dollar limitation specified by
