Common use of Notification of Claims Clause in Contracts

Notification of Claims. (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement any of the Transaction Documents (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any assertion of any pending or threatened claim, demand or circumstance proceeding that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim claim, demand or demand proceeding asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the relevant facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstances; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Article XI 9 except to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)10.01 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement Article VII (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”including the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Third Party Claim); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI VII except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)8.01 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party Party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI VII except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before the expiration of any applicable survival period specified in Section 11.4(a)7.1 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement ARTICLE IX (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI ARTICLE IX except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a).10.01 for such representation, warranty, covenant or agreement. 57

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement ARTICLE IX (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI ARTICLE IX except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)10.01 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party Party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI VIII except to the extent the Indemnifying Party is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a)8.01 for such representation or warranty.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement Article 6 (the “Indemnified Party”), shall promptly notify the party Party or Parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI 6 except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)6.1 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this any of the Transaction Agreements, other than the Tax Matters Agreement (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, claim or demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand claim or circumstance (a “Claim Notice”)demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI X except to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)11.01 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any assertion of any pending or threatened claim, demand or circumstance proceeding that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim claim, demand or demand proceeding asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the relevant facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstances; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Article XI 13 except to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)14.01 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this any of the Transaction Agreements, other than the Tax Matters Agreement (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, claim or demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand claim or circumstance (a “Claim Notice”)demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI X, except to the extent that the Indemnifying Party is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be 38 delivered before prior to the expiration of any applicable survival period specified in Section 11.4(a)11.01 for such representation, warranty, covenant or agreement.

Notification of Claims. (a) Except a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the ““ Indemnified Party”), shall promptly notify the party Party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI XII except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a)12.01 for such representation or warranty.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

Notification of Claims. (a) Except as otherwise provided in this AgreementAgreement (including Section 12.10), a Person that may be entitled to be indemnified under this Agreement Article XI (the “Indemnified Party”), ) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement Article XI (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or representation, warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a)11.01 for such representation, warranty or covenant.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party Party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI XII except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before the expiration of any applicable survival period specified in Section 11.4(a)12.01 for such covenant or agreement.

Notification of Claims. (a) Except as otherwise provided in this Agreement, a A Person that may be entitled to be indemnified under this Agreement ARTICLE IX (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”)circumstance; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI ARTICLE IX except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation representation, warranty, covenant or warranty or breach of or default under any obligation or covenant agreement must be delivered before prior 57 to the expiration of any applicable survival period specified in Section 11.4(a)10.01 for such representation, warranty, covenant or agreement.