Notice and Resolution of Claims. No claim for indemnification under Section 6.3.1 shall be actionable or payable (a) to the extent Seller received a proration, adjustment or credit at Closing for such claim; (b) if the claim in question results from or is based on a condition, state of facts or other matter which was known to any Seller Indemnified Party prior to or at Closing; (c) if the claim results from a breach of any representation, warranty or covenant of Seller or any successor to or assignee of Purchaser; (d) unless and until the valid claims under this Section 6.3 collectively aggregate more than the Deductible, in which event, subject to Section 6.3.3, only the amount of such claims over and above the Deductible shall be actionable; or (e) unless written notice containing a description of the specific nature of such claim shall have been given by any Seller Indemnified Party to Purchaser (x) promptly after it has notice of such claim (provided that the failure to provide such notice shall not affect the obligations of Purchaser unless and only to the extent that Purchaser is actually prejudiced thereby) and (y) in all events prior to the Property Representation Expiration Date or the Remaining Representation Expiration Date, as applicable. The foregoing is not intended to limit any duty of any Seller Indemnified Party to mitigate damages to the extent required under applicable law. 41 In the event that such claim involves a claim by a third party against the Seller Indemnified Party which seeks Damages in an amount in respect of which indemnification pursuant to this Section 6.3 would be available, Purchaser shall have fifteen (15) days after receipt of such notice to decide whether Purchaser will undertake, conduct and control, through counsel of Purchaser’s choosing (subject to the reasonable approval of the Seller Indemnified Party) and at its own expense, the settlement or defense thereof, and if Purchaser so decides, the Seller Indemnified Party shall cooperate with Purchaser in connection therewith, provided; that the Seller Indemnified Party may participate in such settlement or defense through counsel chosen by it, and provided further, that the reasonable fees and expenses of such separate counsel shall be borne by the Seller Indemnified Party unless: (a) the employment of such separate counsel shall have been approved by Purchaser in connection with the settlement or defense of such action, (b) Purchaser shall not have employed counsel reasonably satisfactory to the S...
Notice and Resolution of Claims. (a) As soon as is reasonably practicable after a party entitled to indemnification pursuant to Section 8.2 or 8.3 becomes aware of any claim that it has under Section 8.2 or 8.3, as applicable, that may result in a Loss (an “Indemnification Claim”), such party (the “Indemnified Party”) will give notice thereof (a “Claims Notice”) to the party from which indemnity is sought (the “Indemnifying Party”). A Claims Notice will describe the Indemnification Claim in reasonable detail, and will indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 8.4(a) will adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.
Notice and Resolution of Claims. (a) An indemnified party hereunder shall promptly give written notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Such notice shall specify the basis for the claim in reasonable detail. No delay on the part of the indemnified party in notifying the indemnifying party shall relieve the indemnifying party from any liability or obligation hereunder unless (and then solely to the extent) the indemnifying party is damaged thereby. Failure by the indemnifying party to notify the indemnified party of its election to defend any such claim or action by a third party within 15 days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action, but such failure will not void the indemnity.
Notice and Resolution of Claims. (a) Each Person entitled to indemnification pursuant to Section 8.01 or Section 8.02 (an "Indemnified Party") will promptly give written notice to the party who has the duty of indemnification under this Article VIII (the "Indemnifying Party") after obtaining knowledge of any claim that it may have pursuant to this Article VIII. Such notice will set forth in reasonable detail the claim and the basis for indemnification.
Notice and Resolution of Claims. Each indemnified party (a "Beneficiary") shall promptly give written notice to the indemnifying party after obtaining knowledge of any claim that the Beneficiary may have pursuant to this Article XII. Such notice shall set forth in reasonable detail the claim and the basis for indemnification. The indemnifying party shall have thirty (30) days within which to review the notice provided by the Beneficiary. If the indemnifying party agrees to pay the claim for indemnification as presented, the indemnifying party shall promptly pay the Beneficiary the amount of such claim. If the indemnifying party disputes the claim, the indemnifying party shall provide written notice of such dispute to the Beneficiary prior to the expiration of the thirty (30) day review period. If the indemnifying party and the Beneficiary cannot resolve such dispute through negotiation within thirty (30) days of the date of the indemnifying party's notice of dispute, the parties shall submit the dispute to binding arbitration under the rules of, and before the American Arbitration Association in Baltimore, Maryland (the "Arbitration"). The decision of the Arbitration shall be final and binding upon the indemnifying party and the Beneficiary. The indemnifying party and the Beneficiary shall share equally the fees, costs and expenses of the Arbitration. If the indemnifying party fails to dispute the claim for indemnification within the thirty (30) day review period, the claim shall be paid by the indemnifying party to the Beneficiary in the amount originally claimed. If the indemnifying party and the Beneficiary are able to resolve a disputed claim, the claim shall be paid in the amount agreed. If a disputed claim is arbitrated, the claim shall be paid by the indemnifying party in the amount determined by the Arbitration. Failure to dispute a claim, resolution of a dispute through negotiation of the parties, or the decision of the Arbitration shall constitute final determination of a claim for indemnification (in each instance, an "Allowed Claim"). The indemnifying party shall promptly pay or reimburse the Beneficiary, as appropriate, the amount of an Allowed Claim. The Shareholder acknowledges and agrees that the Buyer shall have the right to offset against any amounts due the Shareholder, the full amount of any and all Allowed Claims made by Buyer against the Selling Parties; provided that Buyer has made written demand for payment by the Shareholder of a finally determined claim, and such...
Notice and Resolution of Claims. (a) Each Person entitled to indemnification pursuant to Section 8.1 or Section 8.2 (an "Indemnified Party") will give written notice to the party who has the duty of indemnification under this Article VIII (the "Indemnifying Party") promptly after obtaining knowledge of any claim that it may have pursuant to this Article VIII. Such notice will set forth in reasonable detail the claim and the basis for indemnification; provided, however, the failure to give such notice shall not relieve the Indemnifying Party from any liability except to the extent actually prejudiced thereby.
Notice and Resolution of Claims. An indemnified party hereunder shall ------------------------------- give notice to the indemnifying party promptly of any claim and within five (5) days of receipt of notice of any lawsuit for which recovery may be sought under this Section 9. If such indemnify shall arise from the claim of a third party, the indemnified party shall tender defense of such claim and cooperate in the defense of such claim and the indemnifying party shall assume the defense of any such claim or any litigation resulting from such claim. The indemnifying Party shall take all steps necessary in the defense or settlement of such claim or litigation but may not settle such claim on any terms that do not include a full and final release of the indemnified party from all liability associated with such claim or litigation.
Notice and Resolution of Claims. (i) An indemnified party under this Agreement shall give written notice to the indemnifying party within 30 days after obtaining knowledge of: (A) any claim the indemnified party has against the indemnifying party not involving a third-party claim or litigation; and (B) any third-party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth in this Section 6, specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, that the failure of the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Section 8 except to the extent the indemnified party's failure to so notify actually prejudices the indemnifying party's ability to defend against such third-party claim or litigation. If such claim for indemnity arises from the claim or litigation of a third party, the indemnified party shall permit the indemnifying party to assume the defense of any such claim, litigation or any litigation resulting from such claim.
Notice and Resolution of Claims. (a) Each Person entitled to indemnification pursuant to Section 7.2 or 7.3 (an “Indemnified Party”) shall give written notice to the indemnifying party or parties from whom indemnity is sought (the “Indemnifying Party”) promptly after obtaining knowledge of any claim that it may have under Section 7.2 or 7.3, as applicable. The notice shall set forth in reasonable detail the claim and the basis for indemnification. Failure to give the notice in a timely manner shall not release the Indemnifying Party from its obligations under Section 7.2 or 7.3, as applicable, except to the extent that the failure prejudices the ability of the Indemnifying Party to contest that claim.
Notice and Resolution of Claims. An indemnified party hereunder shall give notice to the indemnifying party promptly of any claim and within fourteen (14) days of receipt of notice of any lawsuit for which recovery may be sought under this Section 11. If such indemnify shall arise from the claim of a third party, the indemnified party shall tender defense of such claim and the indemnifying party shall assume the defense of any such claim or any litigation resulting from such claim. The indemnifying party shall take all steps necessary in the defense or settlement of such claim or litigation but shall notify the indemnified party prior to any settlement that does not include a full and final release from all liability associated with such claim or litigation.
