Common use of Indemnification Notices Clause in Contracts

Indemnification Notices. Whenever a party entitled to indemnification under Section 8.1 or 8.2 of this Management Services Agreement (an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agency), would entitled such Indemnitee to indemnification under Section 8.1 or 8.2 of this Management Services Agreement, before paying the same or agreeing thereto, the Indemnitee shall promptly notify the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the amount thereof; provided, however, that the Indemnitee's right to indemnification shall be diminished by the failure to give prompt notice only to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Indemnitee shall not pay the same, provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee for such loss.

Indemnification Notices. Whenever a party entitled to indemnification under Section 8.1 10.1 or 8.2 10.2 of this Management Services Agreement (an "“Indemnitee"”) shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agency), would entitled entitle such Indemnitee to indemnification under Section 8.1 9.1 or 8.2 9.2 of this Management Services Agreement, before paying the same or agreeing thereto, the Indemnitee shall promptly notify the party required to pay such indemnification (the "“Indemnitor"”) in writing of all material facts within the Indemnitee's ’s knowledge with respect to such claim and the amount thereof; provided, however, provided that the Indemnitee's ’s right to indemnification shall be diminished by the failure to give prompt notice only to the extent that the Indemnitee's ’s failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen twenty (1520) days from the giving of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Indemnitee shall not pay the same, provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation; provided that if any such claim to which such negotiation, settlement or litigation relates involves amounts in excess of the limitation on liability set forth in Section 9.1, then the Indemnitor shall not settle or compromise such claim unless approved by the Indemnitee. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee for such loss.

Indemnification Notices. Whenever In order to obtain indemnity in respect of a party Loss as provided by Section 8.2, a Parent Indemnified Party shall give an “Indemnification Notice” to the Unitholder Representative. For the purposes hereof, an “Indemnification Notice” shall mean a notice signed by any officer of Parent and delivered to the Unitholder Representative and (i) stating that Parent has paid, incurred, sustained or accrued, or reasonably anticipates that it will be obligated to pay, incur, sustain or accrue, a Loss against which it is entitled to indemnification under Section 8.1 indemnity, (ii) specifying in reasonable detail the nature of such Loss (including the calculation thereof or 8.2 of this Management Services Agreement (an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agencythe basis for estimation thereof), would entitled the date insofar as practicable such Indemnitee Loss was paid or is expected to indemnification under Section 8.1 be incurred, sustained or 8.2 of this Management Services Agreementaccrued or the basis on which it anticipates incurring, before paying the same sustaining or agreeing theretoaccruing such Loss, the Indemnitee shall promptly notify the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the nature of the misrepresentation, breach of warranty or covenant resulting in such Loss or out of which such Loss arose or to which such Loss relates or the nature of the Tax Loss, and (iii) the amount thereof; providedof cash to be delivered to Parent (for the benefit of the pertinent Parent Indemnified Party) as indemnity against each such Loss. If a Loss is anticipated but not yet incurred, howeversustained or accrued at the time an Indemnification Notice is given, that the Indemnitee's right to indemnification an additional Indemnification Notice shall be diminished given providing such information regarding the Loss incurred, sustained or accrued as was not included in an earlier Indemnification Notice. In a case where a Parent Indemnified Party other than Parent shall seek to obtain the indemnity provides by the failure to Section 8.2, Parent shall give prompt notice only to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving an appropriate Indemnification Notice on behalf of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Indemnitee shall not pay the sameParent Indemnified Party, provided that the Indemnitor proceeds promptly such Parent Indemnified Party has provided to settle or litigate, in good faith, Parent such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee information as Parent may reasonably request for such losspurpose.

Indemnification Notices. Whenever a party entitled to indemnification under Section 8.1 6.1 or 8.2 6.2 of this Management Services Agreement (an "“Indemnitee"”) shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-quasi judicial tribunal or agency), would entitled entitle such Indemnitee to indemnification under Section 8.1 6.1 or 8.2 6.2 of this Management Services Agreement, before paying the same or agreeing thereto, the Indemnitee shall promptly notify the party required to pay that bears such indemnification obligation (the "“Indemnitor"”) in writing of all material facts within the Indemnitee's ’s knowledge with respect to such claim and the amount thereof; provided, however, that the Indemnitee's ’s right to indemnification shall be diminished by the failure to give prompt notice only to the extent that the Indemnitee's ’s failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Indemnitee shall not pay the same, provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee for such loss.

Indemnification Notices. Whenever a party entitled to ----------------------- indemnification under Section 8.1 Sections 7.1 or 8.2 7.2 of this Management Services Agreement (( an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agency), would entitled entitle such Indemnitee to indemnification under Section 8.1 7.1 or 8.2 7.2 of this Management Services Agreement, before paying the same or agreeing thereto, the Indemnitee shall promptly notify send a notice to the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the amount thereof; provided, however, that the Indemnitee's right to indemnification shall be diminished by the failure to give prompt notice only to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests right of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Indemnitee shall not pay the same, provided that the Indemnitor proceeds proceed promptly to settle or litigate, in good faith, such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of or assets then held by the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee for such loss.. --------------------------------

Indemnification Notices. Whenever In order to obtain indemnity in respect of a Loss as provided by Section 9.2, the applicable Parent Indemnified Party or Seller Indemnified Party, as the case may be (the “Indemnified Party”) shall deliver a written notice signed by a Seller (in the case of a Seller Indemnified Party) or an officer of Parent (in the case of a Parent Indemnified Party) and delivered to the party from whom indemnity is sought (the “Indemnifying Party”) and (i) stating that the Indemnified Party has paid, incurred, sustained or accrued, or reasonably anticipates that it will be obligated to pay, incur, sustain or accrue, a Loss against which it is entitled to indemnification under Section 8.1 hereunder; (ii) specifying in reasonable detail the nature of such Loss (including the calculation thereof or 8.2 the basis for estimation thereof), the date insofar as practicable such Loss was paid or is expected to be incurred, sustained or accrued or the basis on which it anticipates incurring, sustaining or accruing such Loss, and the nature of this Management Services Agreement the misrepresentation, breach of warranty or covenant, Tax matter or other matter resulting in such Loss or out of which such Loss arose or to which such Loss relates; and (iii) specifying the amount of cash to be delivered to the Indemnified Party (for the benefit of the pertinent Parent Indemnified Party or Seller Indemnified Party, as the case may be) as indemnity against each such Loss (such notice, an "Indemnitee"“Indemnification Notice”). The Indemnification Notice shall be delivered to the Indemnifying Party promptly, and in any event within thirty (30) shall learn days of the time that such Indemnified Party learns of the event or circumstance that may give rise to a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agency), would entitled such Indemnitee to indemnification under Section 8.1 or 8.2 of this Management Services Agreement, before paying the same or agreeing thereto, the Indemnitee shall promptly notify the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the amount thereofhereunder; provided, however, that the Indemnitee's right failure to so notify the Indemnifying Party shall not affect the rights of the Indemnified Party to indemnification shall be diminished by the failure to give prompt notice only hereunder except to the extent that the Indemnitee's failure Indemnifying Party (as such) is actually and materially prejudiced by such failure. If a Loss is anticipated but not yet incurred, sustained or accrued at the time an Indemnification Notice is given, an additional Indemnification Notice shall be given providing such information regarding the Loss incurred, sustained or accrued as was not included in an earlier Indemnification Notice. In the case where an Indemnified Party other than a party hereto shall seek to obtain the indemnity provided by Section 9.2, the applicable party hereto shall give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving an appropriate Indemnification Notice on behalf of such noticeIndemnified Party, the Indemnitor shall request, in writingprovided, that such claim not be paid, Indemnified Party has provided to the Indemnitee shall not pay the same, provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, applicable party hereto such claim. The Indemnitee shall have the right to participate in any information as such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee party may reasonably request for such losspurpose.

Indemnification Notices. Whenever In order to obtain indemnity in respect of a party Loss as provided by Section 9.2, a Parent Indemnified Party shall give an “Indemnification Notice” to the Seller. For the purposes hereof, an “Indemnification Notice” shall mean a notice signed by any officer of Parent and delivered to the Seller and (i) stating that Parent has paid, incurred, sustained or accrued, or reasonably anticipates that it will be obligated to pay, incur, sustain or accrue, a Loss against which it is entitled to indemnification under Section 8.1 hereunder, (ii) specifying in reasonable detail the nature of such Loss (including the calculation thereof or 8.2 of this Management Services Agreement (an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agencythe basis for estimation thereof), would entitled the date insofar as practicable such Indemnitee Loss was paid or is expected to indemnification under Section 8.1 be incurred, sustained or 8.2 of this Management Services Agreementaccrued or the basis on which it anticipates incurring, before paying the same sustaining or agreeing theretoaccruing such Loss, the Indemnitee shall promptly notify the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the nature of the misrepresentation, breach of warranty or covenant, Tax matter or other matter resulting in such Loss or out of which such Loss arose or to which such Loss relates, and (iii) specifying the amount thereof; providedof cash to be delivered to Parent (for the benefit of the pertinent Parent Indemnified Party) as indemnity against each such Loss. If a Loss is anticipated but not yet incurred, howeversustained or accrued at the time an Indemnification Notice is given, that the Indemnitee's right to indemnification an additional Indemnification Notice shall be diminished given providing such information regarding the Loss incurred, sustained or accrued as was not included in an earlier Indemnification Notice. In the case where a Parent Indemnified Party other than Parent shall seek to obtain the indemnity provided by the failure to Section 9.2, Parent shall give prompt notice only to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving an appropriate Indemnification Notice on behalf of such noticeParent Indemnified Party, the Indemnitor shall request, in writingprovided, that such claim not be paid, the Indemnitee shall not pay the same, Parent Indemnified Party has provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, Parent such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee information as Parent may reasonably request for such loss.purpose. 54

Indemnification Notices. Whenever In order to obtain indemnity in respect of a Loss as provided by this Article VIII, a party (a “Claimant”) shall give an “Indemnification Notice” to the other party. For the purposes hereof, an “Indemnification Notice” shall mean a notice signed by any officer of the Claimant and delivered to the other party and (i) stating that the Claimant has paid, incurred, sustained or accrued, or reasonably anticipates that it will be obligated to pay, incur, sustain or accrue, a Loss against which it is entitled to indemnification under Section 8.1 hereunder, (ii) specifying in reasonable detail the nature of such Loss (including the calculation thereof or 8.2 of this Management Services Agreement (an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agencythe basis for estimation thereof), would entitled the date insofar as practicable such Indemnitee Loss was paid or is expected to indemnification under Section 8.1 be incurred, sustained or 8.2 of this Management Services Agreementaccrued or the basis on which it anticipates incurring, before paying the same sustaining or agreeing theretoaccruing such Loss, the Indemnitee shall promptly notify the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the nature of the misrepresentation, breach of warranty or covenant, Tax matter or other matter resulting in such Loss or out of which such Loss arose or to which such Loss relates, and (iii) specifying the amount thereof; providedof cash to be delivered to the Claimant (for the benefit of the pertinent Parent Indemnitee or Company Holders) as indemnity against each such Loss. If a Loss is anticipated but not yet incurred, howeversustained or accrued at the time an Indemnification Notice is given, that the Indemnitee's right to indemnification an additional Indemnification Notice shall be diminished given providing such information regarding the Loss incurred, sustained or accrued as was not included in an earlier Indemnification Notice. In the case where a Parent Indemnitee other than Parent shall seek to obtain the indemnity provided by the failure to Section 8.2, Parent shall give prompt notice only to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving an appropriate Indemnification Notice on behalf of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Indemnitee shall not pay the sameParent Indemnitee, provided that the Indemnitor proceeds promptly such Parent Indemnitee has provided to settle or litigate, in good faith, Parent such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee information as Parent may reasonably request for such losspurpose. In the case where a Company Holder shall seek to obtain the indemnity provided by Section 8.2, Holder Representative shall give an appropriate Indemnification Notice on behalf of such Company Holder, provided that such Company Holder has provided to the Holder Representative such information as the Holder Representative may reasonably request for such purpose.

Indemnification Notices. Whenever (a) In order to obtain indemnity in respect of a party Loss as provided by Section 12.2 or under Article VIII, an Indemnified Party shall give an “Indemnification Notice” to the Indemnifying Party. For the purposes hereof, an “Indemnification Notice” shall mean a notice signed by any officer of Indemnified Party and delivered to Indemnifying Party and (i) stating that the Indemnified Party has paid, incurred, sustained or accrued, or reasonably anticipates that it will be obligated to pay, incur, sustain or accrue, a Loss against which it is entitled to indemnification under Section 8.1 indemnity, (ii) specifying in reasonable detail the nature of such Loss (including the calculation thereof or 8.2 of this Management Services Agreement (an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agencythe basis for estimation thereof), would entitled the date insofar as practicable such Indemnitee Loss was paid or is expected to indemnification under Section 8.1 be incurred, sustained or 8.2 of this Management Services Agreementaccrued or the basis on which it anticipates incurring, before paying the same sustaining or agreeing theretoaccruing such Loss, the Indemnitee shall promptly notify the party required to pay such indemnification (the "Indemnitor") in writing of all material facts within the Indemnitee's knowledge with respect to such claim and the nature of the misrepresentation, breach of warranty or covenant resulting in such Loss or out of which such Loss arose or to which such Loss relates, and (iii) the amount thereof; providedof cash to be delivered to the Indemnified Party (for the benefit of the pertinent Indemnitee) as indemnity against each such Loss. If a Loss is anticipated but not yet incurred, howeversustained or accrued at the time an Indemnification Notice is given, that the Indemnitee's right to indemnification an additional Indemnification Notice shall be diminished given providing such information regarding the Loss incurred, sustained or accrued as was not included in an earlier Indemnification Notice. In a case where a Buyer Indemnitee or Seller Indemnitee, as the case may be, other than Buyer or Coventry shall seek to obtain the indemnity provided by the failure to Section 12.2 or Article VIII, Buyer or Coventry, as applicable, shall give prompt notice only to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests of the Indemnitor. If, prior to the expiration of fifteen (15) days from the giving an appropriate Indemnification Notice on behalf of such notice, the Indemnitor shall request, in writing, that such claim not be paid, the Buyer Indemnitee shall not pay the same, provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Seller Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee for such loss.

Indemnification Notices. Whenever In order to obtain indemnity in respect of a party Loss as provided by Section 10.2, a Purchaser Indemnified Party shall give an “Indemnification Notice” to the Securityholders’ Agent. For the purposes hereof, an “Indemnification Notice” shall mean a notice signed by any officer of Purchaser and delivered to the Securityholders’ Agent and (i) stating that Purchaser has paid, incurred, sustained or accrued, or reasonably anticipates that it will be obligated to pay, incur, sustain or accrue, a Loss against which it is entitled to indemnification under Section 8.1 hereunder, (ii) specifying in reasonable detail the nature of such Loss (including the calculation thereof or 8.2 of this Management Services Agreement (an "Indemnitee") shall learn of a claim which, if allowed (whether voluntarily or by a judicial or quasi-judicial tribunal or agencythe basis for estimation thereof), would entitled the date insofar as practicable such Indemnitee Loss was paid or is expected to indemnification under Section 8.1 be incurred, sustained or 8.2 accrued or the basis on which it anticipates incurring, sustaining or accruing such Loss, and the nature of this Management Services Agreementthe misrepresentation, before paying the same breach of warranty or agreeing theretocovenant, the Indemnitee shall promptly notify the party required Tax matter or other matter resulting in such Loss or out of which such Loss arose or to pay which such indemnification Loss relates, (the "Indemnitor"iii) in writing providing copies of all material facts within the Indemnitee's knowledge with respect documents, notices, claims or other related materials relating to such claim Loss, and (iii) specifying the amount thereofof cash to be delivered to Purchaser (for the benefit of the pertinent Purchaser Indemnified Party) as indemnity against each such Loss; provided, however, that the Indemnitee's right failure in providing such notice shall not affect the rights of the Purchaser Indemnified Party to indemnification shall be diminished by the failure to give prompt notice only hereunder except to the extent that the Indemnitee's failure to give such notice was prejudicial to the interests any of the IndemnitorIndemnifying Securityholders (as such) are actually prejudiced by such failure. IfIf a Loss is anticipated but not yet incurred, prior sustained or accrued at the time an Indemnification Notice is given, an additional Indemnification Notice shall be given providing such information regarding the Loss incurred, sustained or accrued as was not included in an earlier Indemnification Notice. In the case where a Purchaser Indemnified Party other than Purchaser shall seek to obtain the expiration of fifteen (15) days from the giving indemnity provided by Section 10.2, Purchaser shall give an appropriate Indemnification Notice on behalf of such noticePurchaser Indemnified Party, the Indemnitor shall request, in writingprovided, that such claim not be paid, the Indemnitee shall not pay the same, Purchaser Indemnified Party has provided that the Indemnitor proceeds promptly to settle or litigate, in good faith, Purchaser such claim. The Indemnitee shall have the right to participate in any such negotiation, settlement or litigation. The Indemnitee shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay to pay such claim would result in the foreclosure of a lien upon any of the property of the Indemnitee, or where any delay in payment would cause the Indemnitee an economic loss, unless the Indemnitor shall have agreed to compensate the Indemnitee information as Purchaser may reasonably request for such losspurpose.