Indemnification Notice. 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 hereunder, any party seeking indemnification under this Article XII (an "Indemnified Party") shall give written notice of such claim or demand ("Notice of Claim") to the party from which indemnification is 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to 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 Adverse Consequence for which the Indemnified Party is entitled to indemnification hereunder.
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Samples: Asset Purchase Agreement (Majestic Star Casino LLC)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could is reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII (an "“Indemnified Party"”) shall give written notice of such claim or demand ("“Notice of Claim"”) to the party from which indemnification is 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, if known. 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party's ’s ability to defend against, settle or satisfy any Adverse Consequence Loss for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smurfit Stone Container Corp)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements statement of facts or 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 X (an "Indemnified Party") shall give written notice of such claim or demand ("Notice of Claim") to the party from which indemnification is 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially and adversely affected the Indemnifying Party's ability to defend against, settle or satisfy any Adverse Consequence liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Samples: Organizational Agreement (Telehub Communications Corp)
Indemnification Notice. 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 hereunder, any party seeking indemnification under this Article XII XIII (an "“Indemnified Party"”) shall give written notice of such claim or demand ("“Notice of Claim"”) to the party from which indemnification is sought (an "“Indemnifying Party"”), if applicable, prior with a copy to the expiration guarantor of the survival period set forth in Section 12.05this Agreement, 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party's ’s ability to defend against, settle or satisfy any Adverse Consequence liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Great Lakes Dredge & Dock CORP)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could is reasonably expected to give rise to, a claim for indemnification hereunder, any party Party seeking indemnification under this Article XII X (an "“Indemnified Party"”) shall give written notice of such claim or demand ("“Notice of Claim"”) to the party Party from which indemnification is 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, if known. 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to 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 ’s ability to defend against, settle settle, mitigate or satisfy any Adverse Consequence Loss for which the Indemnified Party is entitled to indemnification hereunder.
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Indemnification Notice. 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 hereunder, any party seeking indemnification under this Article XII XIV (an "“Indemnified Party"”) shall give written notice of such claim or demand ("“Notice of Claim"”) to the party from which indemnification is 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Party's ’s ability to defend against, settle or satisfy any Adverse Consequence liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Great Lakes Dredge & Dock CORP)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could is reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII Sections 10.3 or 10.4, as applicable, (an "“Indemnified Party"”) shall give written notice of such claim or demand ("“Notice of Claim"”) to the party or parties from which indemnification is sought (collectively, 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, if known. 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party's ’s ability to defend against, settle settle, mitigate or satisfy any Adverse Consequence Loss for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Resolute Forest Products Inc.)
Indemnification Notice. 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 hereunder, any party seeking indemnification under this Article XII (an "“Indemnified Party"”) shall give written notice of such claim or demand ("“Notice of Claim"”) to the party from which indemnification is 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend and hold the Indemnified Party harmless, harmless except to the extent that such failure or delay shall have adversely affected actually prejudices the Indemnifying Party's ability to defend against, settle or satisfy any Adverse Consequence for which the Indemnified Party is entitled to indemnification hereunder.
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Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII IX (an "Indemnified Party") shall give written notice of such claim or demand ("Notice of Claim") to the party from which indemnification is 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 the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend 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 Adverse Consequence Damage for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract