Common use of Demands Clause in Contracts

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. (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 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 damages already incurred and its detailed estimate of any Damages 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 6 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) 30 calendar days of receipt thereof.

Demands. (a) Each indemnified party 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 such indemnified Party will give prompt notice thereof in writing to the indemnifying Party that includes (i) the specific details of and specific basis under this Agreement for its claim and (ii) a formal demand for indemnification under this Agreement that includes. In the case of a claim for indemnification based on a claim by it of a third Person against the indemnified Party (a “Third Party Claim”), the indemnified Party shall submit with such notice of to the indemnifying Party any demand, assertion, claim, action or proceeding, judicial or otherwise, by any such third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”)Person, with respect to any the 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 have. The failure of an indemnified Party to provide notice of a Third Party Claim shall not relieve the indemnifying Party of its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification indemnity obligations under this Agreement. (b) If ARTICLE 11, except to the indemnified party knowingly failed to notify the indemnifying party thereof extent such failure results in accordance with the provisions of this Agreement in sufficient insufficient time to permit the indemnifying party Party or its counsel to effectively defend against an Indemnity a Third Party Claim and to make a timely response thereto, thereto or otherwise prejudices the indemnifying partyParty’s indemnity obligation relating ability to defend against such Indemnity Claim shall be limited to Third Party Claim. In the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. (c) With respect to any case of a claim for indemnification that is not involving an Indemnity based on a Third Party Claim, the indemnifying party Party shall be deemed to have agreed to indemnify 30 days from its receipt of notice of such claim for the indemnified party pursuant Party (i) to this Article IX cure the Damages complained of, (ii) admit its obligation to provide indemnification 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 such Damages or (30iii) calendar days of receipt thereofdispute such claim for indemnification.

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. (a) Each The indemnifying party shall be entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim for which it is called upon to indemnify the indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement; provided, including receipt by it of that notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, the intention to so contest shall be delivered 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 within twenty (20) days from the date of receipt by the indemnifying party thereof of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in accordance with the provisions name and on behalf 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 indemnified party as may be appropriate. Such contest shall be limited to the extent that such failure has actually prejudiced or damaged conducted by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to that Indemnity Claim. (c) With respect subject the indemnified party to any claim for indemnification obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving an material expense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party assumes the defense of an Indemnity Claim, the indemnified party pursuant shall agree to this Article IX with respect to the claims set forth in any settlement, compromise or discharge of an Indemnity Claim Notice if and to the extent that the indemnifying party does not provide may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party notice completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party as determined by the indemnified party in its sole discretion. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its disagreement outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. If requested by the indemnifying party, the indemnified party agrees to cooperate with respect the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating. At no cost or expense to the contents of a Claim Notice within thirty (30) calendar days of receipt thereofindemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Indemnity Claim.

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. (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 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 damages already incurred and its detailed estimate of any Damages 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 7 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) 30 calendar days of receipt thereof.

Demands. In order for a Buyer Indemnified Person or Seller Indemnified Person (athe “Indemnified Person”) Each indemnified party hereunder agrees that to be entitled to any indemnification provided for under this Agreement, such Indemnified Person shall, promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including Agreement or its receipt by it of written notice of a Third Party Claim, give notice thereof in writing to the Person against which indemnity is sought (the “Indemnifying Person”) that includes (a) the specific details of and specific basis under this Agreement for its claim and (b) a formal demand for indemnification under this Agreement that includes (i) the amount or method of computation of the amount of such claim to the extent known, (ii) each individual item of Loss included in the amount so stated, to the extent known, and (iii) the date on which such item was paid or properly accrued, to the extent applicable, and shall provide 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 other information with respect thereto as the Indemnifying Person may reasonably request. In the case of a claim for indemnification based on an Action by a third Person against the Indemnified Person (a “Indemnity Third Party Claim”), the Indemnified Person shall submit with such notice to the Indemnifying Person reasonable details with respect to any the matter as to which it claims to be entitled to indemnity under the provisions of this Agreement. The failure of an Indemnified Person to provide notice of a Third Party Claim shall not relieve the Indemnifying Person of its indemnity obligations under this Article IX, it will give prompt notice thereof in writing except to the indemnifying party (a “Claim Notice”), together with a detailed statement of extent 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 failure results 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 insufficient time to permit the indemnifying party Indemnifying Person or its counsel to effectively defend against an Indemnity a Third Party Claim and to make a timely response theretothereto or otherwise prejudices the Indemnifying Person. In the case of a claim for indemnification that is not based on a Third Party Claim, the indemnifying party’s indemnity Indemnifying Person shall have 30 days from its receipt of notice of such claim for the Indemnified Person to (x) cure the Losses complained of, (y) admit its obligation relating to provide indemnification with respect to such Indemnity Claim Losses or (z) dispute such claim for indemnification. The failure of an Indemnified Person to provide notice of a claim for indemnity under the provisions of this Agreement shall be limited not relieve the Indemnifying Person of its indemnity obligations under this Article IX, except and only to the extent that the Indemnifying Person is prejudiced by such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claimfailure. (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.