Indemnification Procedure; Notice of Indemnification Claim. If any of Indemnitee is entitled to defense or indemnification under any other provision in this Agreement (each, an “Indemnification Claim”), the Seller shall not be obligated to defend, indemnify and hold harmless such Indemnitee unless and until such Indemnitee provides written notice to Seller promptly after such Indemnitee has actual knowledge of any facts or circumstances on which such Indemnification Claim is based or, with respect to any claim, demand, lawsuit, arbitration or other legal or administrative action or proceeding brought against the Indemnitee by a person which is not an affiliate the Indemnitee (a “Third-Party Claim”) for which indemnification is sought, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to such Indemnification Claim.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (CNL Healthcare Properties, Inc.), Purchase and Sale Agreement (CNL Healthcare Properties, Inc.), Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
Indemnification Procedure; Notice of Indemnification Claim. If any of Indemnitee is entitled to defense or indemnification under any other provision in this Agreement (each, an “Indemnification Claim”), the Seller shall not be obligated to defend, indemnify and hold harmless such Indemnitee unless and until such Indemnitee provides written notice to Seller promptly after such Indemnitee has actual knowledge of any facts or circumstances on which such Indemnification Claim is based or, with respect to any claim, demand, lawsuit, arbitration or other legal or administrative action or proceeding brought against the Indemnitee by a person which is not an affiliate Affiliate of the Indemnitee (a “Third-Party Claim”) for which indemnification is sought, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to such Indemnification Claim.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Healthcare Realty Trust Inc)