Common use of Nature of Other Liabilities Clause in Contracts

Nature of Other Liabilities. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit a written notice (the "Indemnity Notice") to the Indemnifying Party, describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnified Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder.

Appears in 2 contracts

Samples: Indemnification Agreement (GRC International Inc), Indemnification Agreement (GRC International Inc)

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Nature of Other Liabilities. In the event any Indemnified Party should have a claim Claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") to the Indemnifying Party, describing in reasonable detail the nature of the claim Claim, and the basis of the Indemnified Party's ’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnified Indemnifying Party disputes such claimClaim, the claim Claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability Liability of the Indemnifying Party hereunder, with respect to which the Indemnified Party is entitled to prompt indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trustwave Holdings, Inc.)

Nature of Other Liabilities. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") to the Indemnifying Party, describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's ’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnified Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder, with respect to which the Indemnified Party is entitled to prompt indemnification hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Northstar Realty)

Nature of Other Liabilities. In the event any Indemnified Party should have a claim Claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") to the Indemnifying Party, describing in reasonable detail the nature of the claim Claim and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 45 days from its receipt of the Indemnity Notice that the Indemnified Indemnifying Party disputes such claimClaim (a "Dispute Notice"), the claim Claim specified by the Indemnified Party in the Indemnity Notice shall shall, subject to the further provisions of this Article VIII, be deemed a liability Liability of the Indemnifying Party hereunderunder this Article VIII.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gfsi Holdings Inc)

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Nature of Other Liabilities. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity Notice") to the Indemnifying Party, describing in reasonable detail the nature of the claim and the basis of the Indemnified Party's ’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty forty-five (3045) days from its receipt of the Indemnity Notice that the Indemnified Indemnifying Party disputes such claimclaim (a “Dispute Notice”), the claim specified by the Indemnified Party in the Indemnity Notice shall shall, subject to the further provisions of this Article VIII, be deemed a liability Liability of the Indemnifying Party hereunderunder this Article VIII.

Appears in 1 contract

Samples: Asset Purchase Agreement (Farmer Brothers Co)

Nature of Other Liabilities. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the "Indemnity NoticeINDEMNITY NOTICE") to the Indemnifying Party, describing in reasonable detail the nature of the claim claim, and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days from its receipt of the Indemnity Notice that the Indemnified Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lee Sara Corp)

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