Failure to Notify, Etc Clause Samples
The "Failure to Notify, Etc" clause defines the consequences and procedures that apply when a party does not provide required notices or communications under the agreement. Typically, this clause outlines what happens if a party fails to inform the other about important events, such as breaches, claims, or changes in circumstances, within specified timeframes. For example, it may state that certain rights or remedies are lost if notice is not given promptly, or it may allow for exceptions if the failure does not materially prejudice the other party. The core function of this clause is to ensure timely communication between parties and to allocate the risk of missed or delayed notifications, thereby promoting fairness and clarity in the contractual relationship.
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Failure to Notify, Etc. The failure of the Filing Party promptly to notify the Non-Filing Party of any matter relating to a particular Tax for a taxable period or to take any action specified in Section 7.3 of this Agreement shall not relieve the Non-Filing Party of any liability and/or obligation which it may have to the Filing Party under this Agreement with respect to such Tax for such taxable period except to the extent that the Non-Filing Party's rights hereunder are materially prejudiced by such failure and in no event shall such failure relieve the Non-Filing Party of any other liability and/or obligation which it may have to the Filing Party.
Failure to Notify, Etc. The failure of Centex promptly to notify Cavco of any matter relating to a particular Tax for a taxable period or to take any action specified in Section 6.3 of this Agreement shall not relieve Cavco of any liability and/or obligation which it may have to Centex or any Centex Affiliate under this Agreement with respect to such Restructuring Taxes except to the extent that Cavco's rights hereunder are materially prejudiced by such failure and in no event shall such failure relieve Cavco of any other liability and/or obligation which it may have to Centex or any Centex Affiliate.
Failure to Notify, Etc. The failure of Ford promptly to notify Associates of any matter relating to a particular Tax for a taxable period or to take any action specified in Section 7.3 of this Agreement shall not relieve Associates of any liability and/or obligation which it may have to Ford or any Ford Affiliate under this Agreement with respect to such Tax for such taxable period except to the extent that Associates' rights hereunder are materially prejudiced by such failure and in no event shall such failure relieve Associates of any other liability and/or obligation which it may have to Ford or any Ford Affiliate.
Failure to Notify, Etc. Notwithstanding any provision of this Article 10 to the contrary, in any case where Indemnitor or any person acting on behalf of Indemnitor, or Indemnitee or any person acting on behalf of Indemnitee, is required pursuant to this Article 10 to give any notice, statement or other communication, whether or not a time period is specified for the giving of any such notice, statement or other communication, the failure to properly provide any such notice, statement or other communication, whether on a timely basis or at all, shall not affect the liabilities or rights of the Indemnitor or Indemnitee pursuant to this Article 10, except to the extent that the party entitled to have been given such notice shall have been materially prejudiced as a result of the failure or delay in giving such notice.