Common use of Failure to Provide Timely Notice of Indemnification Claim Clause in Contracts

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.1, (i) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 7 contracts

Samples: Purchase and Sale Agreement (Braemar Hotels & Resorts Inc.), Purchase and Sale Agreement (Carey Watermark Investors Inc), Purchase and Sale Agreement (Chesapeake Lodging Trust)

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Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.1, 15.4.1 hereof (i) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such the Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 2 contracts

Samples: Master Purchase and Sale Agreement (Hersha Hospitality Trust), Master Purchase and Sale Agreement (Hersha Hospitality Trust)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.115.5(a), (i) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Apple Hospitality REIT, Inc.), Purchase and Sale Agreement (Westin Hotels LTD Partnership)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.115.4.1, (ia) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (iib) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lasalle Hotel Properties)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent extent, and solely to the extent, the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.115.4.1, (ia) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (iib) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alpine Acquisition Corp.)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.1, 10.10.1 (ia) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such the Indemnification Claim is based, ; or (iib) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Condor Hospitality Trust, Inc.)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.1, (i) prejudices the Indemnitor’s ability to defend against any Third-Party Third‑Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Forestar Group Inc.)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.115.4.1, (i) materially prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (ii) materially increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)

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Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.1, (i) prejudices the Indemnitor’s ability to defend against any Third-Party Third‑Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor. 15.4.4.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.1XV.E.1, (i) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s failure to promptly notify the Indemnitor in accordance with Section 15.5.114.5.1, (i) prejudices the Indemnitor’s ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lightstone Value Plus Real Estate Investment Trust V, Inc.)

Failure to Provide Timely Notice of Indemnification Claim. Notwithstanding anything to the contrary in this Agreement, an Indemnitee shall not be entitled to defense or indemnification to the extent the Indemnitee’s 's failure to promptly notify the Indemnitor in accordance with Section 15.5.1of the potential claim within thirty (30) days of receipt of notice of the potential claim or Indemnification Loss, (i) materially prejudices the Indemnitor’s 's ability to defend against any Third-Party Claim on which such Indemnification Claim is based, or (ii) increases the amount of Indemnification Loss incurred in respect of such indemnification obligation of the Indemnitor.

Appears in 1 contract

Samples: Purchase and Sale Agreement (United Artists Theatre Circuit Inc /Md/)

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