Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Appears in 2 contracts

Samples: Operating and Maintenance Agreement (Blueknight Energy Partners, L.P.), Operating and Maintenance Agreement (Blueknight Energy Partners, L.P.)

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Indemnification Notice. Each Party entitled The party seeking indemnification under this Section 9 agrees to indemnification pursuant give prompt notice to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (or which the party against whom indemnity may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the "Indemnifying Party") in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the assertion of any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method commencement of computation any suit, action or proceeding in respect of the amount of such Indemnity Claimwhich indemnity may be sought under this section; provided, however, that in the failure of any Indemnified Party to give timely event such notice thereof shall is not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent given or is delayed and the Indemnifying Party is materially not prejudiced thereby, the Indemnified Party's rights hereunder shall not be affected. The Indemnified Party shall have the right, at the Indemnifying Party's expense (limited only to the extent that any and all costs incurred by the Indemnified Party, including attorneys' fees, shall be reasonable), to control the defense and the Indemnified Party shall not settle the matter without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall have the right to participate in such failuredefense by notice to the Indemnified Party. If upon the Indemnified Party's consent, the Indemnifying Party assumes such defense, the Indemnifying Party shall not settle the matter without the consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Acquisition Agreement (Secom General Corp), Acquisition Agreement (Heartland Technology Inc)

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Section 8.1 or Section 8.2 (“Indemnified Party”) who determines that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Appears in 2 contracts

Samples: Consulting Services Agreement (Blueknight Energy Partners, L.P.), Consulting Services Agreement (Blueknight Energy Partners, L.P.)

Indemnification Notice. Each Party If any person entitled to indemnification pursuant to Exhibit G this Article VIII (the “Indemnified Party”) who determines asserts that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought either party hereto (the “Indemnifying Party”) in writing has become obligated to indemnify pursuant to this Article VIII, or if any action, suit, investigation, claim or proceeding is begun, made or instituted as a result of such Indemnity Claim (which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall give written notice to the Indemnifying Party within a “Claim Notice”) describing sufficiently prompt time to avoid prejudice, to the Indemnifying Party specifying in reasonable detail the facts giving rise upon which the claimed right to indemnification is based. Failure to provide such notice in a timely manner shall not be deemed a waiver of the claim for Indemnified Party’s right to indemnification hereunder and shall include in connection with such Claim Notice (if then known) the amount or the method of computation of claim, but the amount of such Indemnity Claim; provided, however, reimbursement to which the failure of any Indemnified Party to give is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s losses would have been less had such notice been timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failuredelivered.

Appears in 1 contract

Samples: Management Agreement (Liberty Mutual Agency Corp)

Indemnification Notice. Each Party entitled Promptly upon obtaining knowledge of any claim, event, fact or demand which gives rise to, or could reasonably be expected to indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving give rise (or which may give rise) to to, a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and hereunder, any party seeking indemnification under this Article IX (an "Indemnified Party") shall include in give written notice of such Claim claim or demand ("Notice of Claim") to the party from which indemnification is sought (if then known) the amount or the method of computation of an "Indemnifying Party"), setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such Indemnity Claim; provided, however, the failure information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION other document evidencing or asserting the same). No failure or delay by the Indemnified Party to give timely notice thereof in the performance of the foregoing shall not reduce or otherwise affect the obligation of any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunderto indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party's ability to defend against, settle or satisfy any Damage for which the Indemnified Party is materially prejudiced by such failureentitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crowley Maritime Corp)

Indemnification Notice. Each Party Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification pursuant to Exhibit G (the “Indemnified Party”) who determines that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification other party or parties from whom indemnification is being or will indemnity may be sought under this Article VII (the “Indemnifying Party”) in writing ), of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the claim and, when known, the facts giving rise to constituting the claim basis for indemnification hereunder and shall include in such Claim Notice (if then known) claim; provided that the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the Indemnified Party’s failure of any Indemnified Party to give timely such notice thereof shall not affect any rights or remedies of its rights such Indemnified Party hereunder with respect to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, for Damages except to the extent that the Indemnifying Party is materially prejudiced thereby. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by such failurea third party, the notice to the Indemnifying Party shall specify, if known, the amount or any estimate of the amount of the liability arising therefrom. Neither the Indemnified Party nor any Indemnifying Party shall settle or compromise any claim by a third party for which the Indemnified Party is entitled to indemnification hereunder, without the prior written consent of the other party (which shall not be unreasonably withheld.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Flexible Solutions International Inc)

Indemnification Notice. Each Party entitled Promptly upon obtaining knowledge of any claim, event, facts or demand which gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder (including in the case of a claim pursuant to Exhibit G Section 12.01 or 12.02 any claim which is not payable due to the limitations set forth in Section 12.03(b) hereof), any party seeking indemnification under this Article XII (an “Indemnified Party”) who determines that an event has occurred giving rise shall give written notice of such claim or demand (or which may give rise“Notice of Claim”) to a right of the party from which indemnification hereunder in favor of such Indemnified Party is sought (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of ), setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such Indemnity Claim; provided, however, the failure information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party to give timely notice thereof in the performance of the foregoing shall not reduce or otherwise affect the obligation of any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunderto indemnify, defend and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any loss, damage or expense for which the Indemnified Party is materially prejudiced by such failureentitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dayton Power & Light Co)

Indemnification Notice. Each Party entitled to Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification pursuant to Exhibit G hereunder, any party seeking indemnification under this Article XIII (an “Indemnified Party”) who determines that an event has occurred giving rise shall give written notice of such claim or demand (or which may give rise“Notice of Claim”) to a right of the party from which indemnification hereunder in favor of such Indemnified Party is sought (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (), with a “Claim Notice”) describing in reasonable detail the facts giving rise copy to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method guarantors of computation of this Agreement, setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such Indemnity Claim; provided, however, the failure information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party to give timely notice thereof in the performance of the foregoing shall not reduce or otherwise affect the obligation of any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunderto indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party is materially prejudiced by such failureentitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Great Lakes Dredge & Dock CORP)

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Indemnification Notice. Each a) Any Indemnified Party entitled to seeking indemnification pursuant to Exhibit G (“under this Agreement shall give the Shareholders’ Representative notice of any matter that such Indemnified Party”) who determines that an event Party has occurred giving determined has given rise (or which may give rise) to a right of indemnification hereunder under this Agreement, prior to the expiration of the applicable representations and warranties as set forth in favor Section 9.01. Such Indemnification Notice shall specify (i) the specific provisions of this Agreement in respect of which such right of indemnification is claimed or arises (ii) the amount of Damages being claimed by the Indemnified Party Party, if known, and method of computation thereof, and (iii) the facts and circumstances supporting such claim (an “Indemnity ClaimIndemnification Notice”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) . The Shareholders’ Representative may object in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise written statement to the claim for indemnification hereunder and made by the Indemnified Party in an Indemnification Notice by delivering a notice of such objection to the Indemnified Party prior to the expiration of the thirtieth (30th) day after delivery of the Indemnification Notice to the Shareholders’ Representative (an “Objection Notice”). If the Shareholders’ Representative does not object in writing within such 30-day period, such failure to so object shall include be an irrevocable acknowledgment by the Shareholders’ Representative that the Indemnified Party is entitled to the full amount of Damages set forth in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureIndemnification Notice.

Appears in 1 contract

Samples: Merger Agreement (Photon Dynamics Inc)

Indemnification Notice. Each If the Party entitled to indemnification pursuant to Exhibit G under this Article 14 (the “Indemnified PartyParties”) who determines receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that an event has occurred giving rise (or which the Indemnifying Parties may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party be obligated to provide indemnification or from whom indemnification is being or will be sought pursuant to this Agreement, the Indemnified Parties shall promptly give the Indemnifying Parties written notice (the an Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Indemnification Notice”) describing thereof which sets forth in reasonable detail such information with respect to such suit, action, plan, claim, proceeding, or investigation as the facts giving rise Indemnified Parties shall then have, but the failure to give an Indemnification Notice to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof Indemnifying Parties shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from Parties of any of its indemnification obligations hereunder, liability that it may have to the Indemnified Parties except to the extent that the Indemnifying Party is Parties shall have been materially prejudiced by in its ability to defend the suit, action, claim, proceeding or investigation for which such failureindemnification is sought.

Appears in 1 contract

Samples: Joint Venture Agreement (Instadose Pharma Corp.)

Indemnification Notice. Each If the Party entitled to indemnification pursuant to Exhibit G under this Article 16 (the “Indemnified Party”) who determines that an event has occurred giving rise (receives notice of any claim or which may give rise) the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party obligated to a right of indemnification hereunder in favor of such indemnify the Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought in such instance (the “Indemnifying Party”) and believes in writing of such Indemnity Claim good faith that the Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice (a an Claim Indemnification Notice”) describing thereof which sets forth in reasonable detail such information with respect to such suit, action, plan, claim, proceeding, or investigation as the facts giving rise Indemnified Party shall then have, but the failure to give an Indemnification Notice to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Indemnifying Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from of any of its indemnification obligations hereunder, aliability that it may have to the Indemnified Party except to the extent that the Indemnifying Party is shall have been materially prejudiced by in its ability to defend the suit, action, claim, proceeding or investigation for which such failureindemnification is sought.

Appears in 1 contract

Samples: Joint Venture Agreement (Instadose Pharma Corp.)

Indemnification Notice. Each (a) Any Indemnified Party entitled to seeking indemnification pursuant to Exhibit G (“under this Agreement shall give the Shareholders’ Representative notice of any matter that such Indemnified Party”) who determines that an event Party has occurred giving determined has given rise (or which may give rise) to a right of indemnification hereunder under this Agreement, prior to the expiration of the applicable representations and warranties as set forth in favor Section 9.01. Such Indemnification Notice shall specify (i) the specific provisions of this Agreement in respect of which such right of indemnification is claimed or arises (ii) the amount of Damages being claimed by the Indemnified Party Party, if known, and method of computation thereof, and (iii) the facts and circumstances supporting such claim (an “Indemnity ClaimIndemnification Notice”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) . The Shareholders’ Representative may object in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise written statement to the claim for indemnification hereunder and made by the Indemnified Party in an Indemnification Notice by delivering a notice of such objection to the Indemnified Party prior to the expiration of the thirtieth (30th) day after delivery of the Indemnification Notice to the Shareholders’ Representative (an “Objection Notice”). If the Shareholders’ Representative does not object in writing within such 30-day period, such failure to so object shall include be an irrevocable acknowledgment by the Shareholders’ Representative that the Indemnified Party is entitled to the full amount of Damages set forth in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureIndemnification Notice.

Appears in 1 contract

Samples: Merger Agreement (Photon Dynamics Inc)

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Section 9.1 or Section 9.2 (“Indemnified Party”) who determines that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Appears in 1 contract

Samples: Throughput Capacity Agreement (Blueknight Energy Partners, L.P.)

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