Demands. Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party, together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim.
Demands. Each indemnified party agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such third party actions being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party, together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Indemnity Claim if the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement to the extent that knowing failure to notify actually results in material prejudice or damage to the indemnifying party.
Demands. (a) Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement.
(b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim.
(c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) calendar days of receipt thereof.
Demands. This factor measures the type, amount, continuity and frequency of the physical effort required by the job. It covers stamina as well as strength. It takes into account all forms of bodily effort, for example, that required for standing and walking, lifting and carrying, pulling and pushing. It also includes the physical demands involved in working in awkward positions, for example, bending, crouching, stretching; for sitting, standing or working in a constrained position; and for maintaining the required pace of work.
Demands. Any demand on or notice made or required to be given pursuant to this Guaranty shall be in writing and shall be delivered in hand, mailed by United States registered or certified first class mail, postage prepaid, return receipt requested, sent by overnight courier, or sent by telegraph, telecopy, telefax or telex and confirmed by delivery via courier or postal service, addressed as follows:
(a) if to the Guarantor, at Sovran Self Storage, Inc. 0000 Xxxx Xxxxxx Xxxxxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx X. Rogers or at such other address for notice as the Guarantor shall last have furnished in writing to the Bank with a copy to: Xxxxxxxx Xxxxx LLP Xxx XXXX Xxxxxx Xxxxxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxx, Esq. or at such other address for notice as the Guarantor shall last have furnished in writing to the Bank; and
(b) if to the Bank, at Manufacturers and Traders Trust Company One M&T Plaza Buffalo, New York 124203 Attention: Xxxxx Xxxxx-Xxxxxxxxxxx, Vice President or such other address for notice as the Bank shall last have furnished in writing to the Guarantor, with a copy to: Lippes Xxxxxxx Xxxxxx Xxxxxxxx LLP 000 Xxxx Xxxxxx, Xxx. 000 Xxxxxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Esq. or at such other address for notice as the Bank shall last have furnished in writing to the Guarantor. Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile to the party to which it is directed, at the time of the. receipt thereof by such party or the sending of such facsimile with electronic confirmation of receipt or (ii) if sent by registered or certified first-class mail, postage prepaid, return receipt requested, on the fifth Business Day following the mailing thereof.
Demands. The Indemnified Party agrees that within 30 days after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article IX, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (any such third party action being referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will provide notice thereof in writing to the Indemnifying Party specifying in reasonable detail the nature of and specific basis for such claim. Notwithstanding the foregoing, the Indemnified Party’s failure to provide notice under this Section 9.4 will not relieve the Indemnifying Party from the liability hereunder with respect to such matter except in the event and only to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. Such notice shall include a formal demand for indemnification under this Agreement.
Demands. Except in cases where demand or notice by a single party is specifically provided for in this ESCROW AGREEMENT or in the Agreement, the ESCROW AGENT shall not be bound to recognize any notice, demand or change of instructions as having any effect on this escrow unless given in writing and signed by all parties considered by the ESCROW AGENT to be affected thereby.
Demands. Each Guarantor unconditionally and irrevocably undertakes immediately on written demand by the Agent from time to time to make payment in accordance with its obligations under Clause 18.1 (Guarantee obligations) where such demand is accompanied by a statement of the Agent that a payment has fallen due under the Finance Documents, that an Obligor has failed to make such payment when due and that notice of such non-payment has been issued. Each of such payments so demanded shall be made by the Guarantors to such account as the Agent may from time to time notify in writing.
Demands. Except as set forth in Annex 5.1(iv). there is no demand, of any nature (including, without limitation, labor, tax, civil, criminal, environmental, competition, criminal, administrative, regulatory or other claims) against PDB that (a) seeks to impeach or impede, alter, limit and/or materially delay the transactions contemplated hereby; and/or (b) impugns or contests the validity of this CONTRACT or any action taken or to be taken by PDB regarding to the terms of this CONTRACT; Similarly, PDB has not failed to comply with any agreement, decision, order, authorization, warrant, injunction or order of any GOVERNMENTAL AUTHORITY. There are no demands of any nature that may result in the revocation, annulment or any form of loss of licenses, especially those granted by the National Mining Agency - ANM.
Demands. Agent is hereby authorized and instructed to obtain demands for payment of any recorded liens against the Property and, after approval of such demands by Seller (which approval shall not be unreasonably withheld), to pay such demands and secure the release of such liens at the Closing out of the funds deposited into Escrow by Seller or Buyer.
