The party seeking indemnification (“Indemnified Party”) shall give the indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”) of its indemnification claim which notice shall # be in writing, # include the basis for the indemnification, and # include the amount Indemnified Party believes is the amount to be indemnified, if reasonably possible.
The party seekingWhenever a claim shall arise for indemnification (“Indemnifiedunder this Article, the Party entitled to indemnification (the “Indemnified Party”) shall give written notice (an “Indemnity Notice”) promptly to the indemnifying party (“IndemnifyingParty from whom indemnification is sought (the “Indemnifying Party”) notice (a “Claim Notice”)setting forth in reasonable detail, to the extent then available, the facts concerning the nature of its indemnificationsuch claim which notice shall # be in writing, # includeand the basis forupon which the indemnification, and # include the amount Indemnified Party believes that it is the amountentitled to be indemnified, if reasonably possible.indemnification hereunder.
Notice of Claim. All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the Indemnified Party). The party seeking indemnification (“Indemnified Party”)Party shall give the indemnifying party (“Indemnifying Party”)Party prompt written notice (a “Claim Notice”(an Indemnification Claim Notice) of its indemnification claimany Losses or discovery of fact upon which notice shall # be in writing, # include the basis for the indemnification, and # include the amountsuch Indemnified Party believesintends to base a request for indemnification under this Article 11, but in no event shall the indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the amount to be indemnified, if reasonably possible.indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party Claims.
TheIn the event that any party seeking indemnification (“Indemnified Party”hereto shall claim that it is entitled to be indemnified pursuant to the terms of this [Article IX], such party (the Claiming Party) shall givepromptly notify the indemnifying party (“or parties against which the claim is made (the Indemnifying Party) in writing of such claim (a Claim Notice) promptly after the Claiming Party receives notice of any action, Proceeding, demand, assessment, claim, loss, liability or damages, whether or not involving any claim of a third party (a Third Party Claim), that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party”) notice (a “Claim Notice”)Party. The Claim Notice shall specify the basis of itssuch indemnification claim which noticeincluding the specifics regarding any breach of representation, warranty or covenant claimed by the Claiming Party and the Losses incurred by, or anticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the Claim Notice shall #so state and such amount shall be in writing, # include the basis for the indemnification, and # includedeemed the amount Indemnifiedof the claim of the Claiming Party. If such Losses are not final and liquidated, the Claim Notice shall so state and, if reasonably possible, the Claiming Party believes isshall make a good faith estimate of the indemnifiable Losses it expects to sustain and in such event a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount to be indemnified, if reasonably possible.of such claim is liquidated and the Losses are finally determined.
A claim for indemnity is made by giving written notice of the claim to the party from whom indemnity is sought. The written notice must contain a description of the claim with reasonable detail and based on information and knowledge available to the party seeking indemnification (“Indemnified Party”) shall giveasserting the indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”) of its indemnification claim which notice shall # be in writing, # include the basis for the indemnification, and # include the amount Indemnified Party believes is the amountright to be indemnified, if reasonably possible.indemnity.
The party seeking indemnification (“Indemnified Party”(the Claimant) shall give notice to the indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”from whom indemnification is sought (the Indemnitor) of its indemnification claim which notice shallany claim, whether solely between the parties or brought by a third party, specifying # be in writing, # include the factual basis for the indemnification,Claim, and # include the amount Indemnified Party believes isof the amountClaim. If the Claim relates to an action, suit or proceeding filed by a third party against Claimant, notice shall be indemnified, if reasonably possible.given by Claimant within fifteen (15) business days after written notice of the action, suit or proceeding was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the Claim. Notwithstanding the foregoing, Claimants failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimants failure has materially prejudiced Indemnitors ability to defend the claim or litigation.
TheIn the event that any Person entitled to indemnification hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article X, such party seeking indemnification (“Indemnified(the “Claiming Party”) shall givenotify the indemnifying party (“Indemnifyingor parties against which the claim is made (the “Indemnifying Party”) noticein writing of such claim (a “Claim Notice”) promptly after the Claiming Party receives notice of itsany action, Proceeding, demand, assessment, claim, loss, liability or damages that may reasonably be expected to result in a claim for indemnification claim which noticeby the Claiming Party against the Indemnifying Party; provided, that no delay on the part of the Claiming Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article X, except to the extent such delay actually prejudices the Indemnifying Party. The Claim Notice shall # bespecify in writing, # includereasonable detail the basis forbreach of warranty, representation, covenant or other matter claimed by the indemnification, and # includeClaiming Party and, to the amount Indemnified Party believes isextent practicable, the amountLosses incurred by, or anticipated to be indemnified, if reasonably possible.incurred by, the Claiming Party on account thereof.
The party seekingNotice. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification (“Indemnifiedmay be sought hereunder. In the event that any Third Party asserts a claim or other proceeding (including any governmental investigation) with respect to any matter for which a Party (the “Indemnified Party”) shall giveis entitled to indemnification hereunder (a “Third Party Claim”), then the indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”) of its indemnification claim which notice shall # be in writing, # include the basis for the indemnification, and # include the amount Indemnified Party believesshall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) thereof; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is the amount to be indemnified, if reasonably possible.prejudiced thereby.
The partyA Party seeking indemnification (“Indemnified Party”pursuant to this Article IX (an Indemnified Party) shall give written notice (the Claim Notice) to the indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”Party from whom such indemnification is sought (the Indemnifying Party) of its indemnificationany claim for which noticeit is seeking indemnity under this Article IX (a Claim), but failure to give a Claim Notice shall # benot relieve the Indemnifying Party of any Liability hereunder except to the extent that the Indemnifying Party has suffered actual prejudice thereby. Any survival period time limitation specified in writing, # include[Section 9.2(a)] shall not apply to a Claim which has been the basis forsubject of a Claim Notice from the indemnification, and # include the amount Indemnified Party believes isto the amountIndemnifying Party given in good faith prior to be indemnified, if reasonably possible.the expiration of such period.
Notice. The party seeking indemnificationindemnified Party (“Indemnified Party”Indemnitee”) shall givewill promptly notify the indemnifying partyParty (“Indemnifying Party”Indemnitor”) in writing of the assertion or the commencement of the relevant Third Party Claim; provided, however, that any failure or delay to notify shall not excuse any obligation of the Indemnitor, except to the extent the Indemnitor is actually prejudiced thereby. Such notice (a “Claim Notice”)must contain a description of its indemnificationthe claim which notice shall # be in writing, # includeand the basis fornature and amount of any Losses (to the indemnification,extent that the nature and # include the amount Indemnifiedof such Losses is known at such time). The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents received in respect of any Losses and Third Party believes is the amount to be indemnified, if reasonably possible.Claims.
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