Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If any indemnified The Indemnified Party shall give the indemnifying party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice prompt written notice (an “Indemnification Claim Notice”) of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section 11.2(b). Failure to give any such Indemnification Claim Notice shall not constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying partyparty demonstrates that such failure to notify directly increases the amount to be indemnified hereunder. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) must contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, claim and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar nature and amount of actual such Damages (to the extent that the nature and potential damages that have, arisen and may arise as a result amount of such breach Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubttheir respective directors, officers, employees and agents (collectively, the parties agree that if “Indemnitees” and each an indemnified “Indemnitee”) shall be made solely by such party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(bthis Agreement (the “Indemnified Party”), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If any indemnified The Indemnified Party -------------------- shall give the indemnifying party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice prompt written notice (an “"INDEMNIFICATION CLAIM NOTICE") of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section --------------- ------- 11.2(b). Failure to give any such Indemnification Claim Notice”) ------- Notice shall not constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying partyparty demonstrates that such failure to notify directly increases the amount to be indemnified hereunder. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) must contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, claim and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar nature and amount of actual such Damages (to the extent that the nature and potential damages that have, arisen and may arise as a result amount of such breach Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubttheir respective directors, officers, employees and agents (collectively, the parties agree that if "INDEMNITEES" and each an indemnified "INDEMNITEE") shall be made solely by such party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(bthis Agreement (the "INDEMNIFIED PARTY"), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.

Procedure for Claims. If any indemnified The Indemnified Party shall give the -------------------- indemnifying party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice prompt written notice (an “"INDEMNIFICATION CLAIM NOTICE") of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section --------------- ------- 11.2(b). Failure to give any such Indemnification Claim Notice”) Notice shall not ------- constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying party demonstrates that such failure to notify has materially prejudiced the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) must contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, claim and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar nature and amount of actual such Damages (to the extent that the nature and potential damages that have, arisen and may arise as a result amount of such breach Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubttheir respective directors, officers, employees and agents (collectively, the parties agree that if "INDEMNITEES" and each an indemnified "INDEMNITEE") shall be made solely by such party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(bthis Agreement (the "INDEMNIFIED PARTY"), as applicable, the indemnified party may make such claim under any or all of the applicable provisions.