Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. If a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-of- pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 12.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 9 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 9, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such the period of fifteen (15) day perioddays after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such the fifteen (15) day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 9.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 12.

Indemnification Notice. If a Purchaser Indemnitee any Person intends to exercise its right to ---------------------- indemnification provided in this Article 88 (an "Indemnitee"), such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event PLAN AND AGREEMENT OF MERGER - Page 14 ---------------------------- or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. Should any Party (the "Indemnified Party") suffer any loss, damage or expense for which another Party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 11 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 11, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such the period of fifteen (15) day perioddays after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such the fifteen (15) day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 11.

Indemnification Notice. If a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Article 87, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of the Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 87.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser Indemnitee's Indemnified Party=s intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-of- pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 12.

Indemnification Notice. Should any party (the “Indemnified Party”) suffer any loss, damage or expense for which another party (the “Indemnifying Party”) is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 13, the following shall apply. If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 13, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser Indemnitee's Indemnified Party’s intention to do so and the facts or circumstances giving rise to the claim ("the “Indemnification Claim"”). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect or situation giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 13.

Indemnification Notice. If a Purchaser Indemnitee or Seller Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee or Seller Indemnitee shall promptly provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's or Seller Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee or Seller Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of the Purchaser Indemnitee or Seller Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee or Seller Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.; provided, however, that if such matter cannot reasonably be cured within such fifteen (15) day period, then the Indemnitor shall have an additional period (not to exceed 90 days) to cure such matter if the Indemnitor promptly commences to cure and diligently pursues same to completion..

Indemnification Notice. If a Purchaser Purchase Indemnitee intends to exercise its right to indemnification provided in this Article 86, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of the Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) day period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 86.

Indemnification Notice. If a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "IndemnitorINDEMNITOR") at least fifteen (15) days prior written notice (the "Indemnification NoticeINDEMNIFICATION NOTICE") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification ClaimINDEMNIFICATION CLAIM"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such the period of fifteen (15) day perioddays after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such the fifteen (15) day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8.Section 12. -39- 40