Indemnification Notice. In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if:
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Samples: Management Agreement (RAD Diversified REIT, Inc.), Management Agreement (RAD Diversified REIT, Inc.), Management Agreement (RAD Diversified REIT, Inc.)
Indemnification Notice. In case Promptly upon obtaining knowledge of any such claim, suitevent, action statements of facts or proceeding demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder (including in the case of a claim pursuant to Section 13.01 any claim which is not payable due to the limitations set forth in Section 13.02(b) hereof), any party seeking indemnification under this Article XIII (an "Indemnified Party") shall give written notice of such claim or demand ("Notice of Claim") to the party from which indemnification is brought against sought (an "Indemnifying Party"), setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such 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 in respect the performance of which indemnification may be sought by such Indemnified the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party pursuant hereto, to indemnify and hold the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunderharmless, except to the extent that such failure actually materially prejudices or delay shall have adversely affected the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Indemnifying Party)'s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be is entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if:indemnification hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Caraustar Industries Inc), Asset Purchase Agreement (Caraustar Industries Inc)
Indemnification Notice. In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying partyother party (the “Indemnifying Party”); provided, however, that the failure of the Indemnified Party to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying partyIndemnifying Party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party Indemnifying Party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such The Indemnified Party may elect to conduct the defense of the Claim, if:
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Indemnification Notice. In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying partyother party (the “Indemnifying Party”); provided, however, that the failure of the Indemnified Party to so notify the indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying partyIndemnifying Party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party Indemnifying Party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such The Indemnified Party may elect to conduct the defense of the Claim, if:: Management Agreement with RADD Capital Management, LLC
Appears in 1 contract
Samples: Management Agreement (RAD Diversified Land REIT, Inc.)
Indemnification Notice. In case Promptly upon obtaining knowledge of any such claim, suitevent, action statements of facts or proceeding demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII (a an "Indemnified Party") shall give written notice of such claim or demand ("Notice of Claim") to the party from which indemnification is brought against sought (an "Indemnifying Party"), if applicable, prior to the expiration of the survival period set forth in Section 12.05, setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such 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 in respect the performance of which indemnification may be sought by such Indemnified the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party pursuant heretoto indemnify, defend and hold the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunderharmless, except to the extent that such failure actually materially prejudices or delay shall have adversely affected the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Indemnifying Party)'s ability to defend against, settle or satisfy any Adverse Consequence for which the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be is entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if:indemnification hereunder.
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Samples: Asset Purchase Agreement (Majestic Star Casino LLC)