Common use of Notice of, and Procedures for, Collecting Indemnification Clause in Contracts

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICE. When a party becomes aware of a situation which may result in Damages for which it would be entitled to be indemnified hereunder, such party (the "Indemnitee") shall submit a written notice (the "Initial Claim Notice") to the other party (the "Indemnitor") to such effect with reasonable promptness after it first becomes aware of such matter and shall furnish the Indemnitor with such information as it has available demonstrating its right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, the filing by a third party of any action at law or in equity (a "Third Party Claim"), the Indemnitee shall provide the Indemnitor with a supplemental Initial Claim Notice not later than fourteen (14) days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person or persons making the assertions that are the basis for the Third Party Claim. Failure by the Indemnitee to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor of any of its obligations under this Agreement except to the extent that actual monetary prejudice to the Indemnitor can be demonstrated.

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICE. When a party becomes aware of a situation which may result in Damages for which it would be entitled to be indemnified hereunder, such party (the "IndemniteeINDEMNITEE") shall submit a written notice (the "Initial Claim NoticeINITIAL CLAIM NOTICE") to the other party (the "IndemnitorINDEMNITOR") to such effect with reasonable promptness after it first becomes aware of such matter and shall furnish the Indemnitor with such information as it has available demonstrating its right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, on the filing by a third party of any action at law or in equity (a "Third Party ClaimTHIRD PARTY CLAIM"), the Indemnitee shall provide the Indemnitor with a supplemental an Initial Claim Notice not later than fourteen ten (1410) days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages losses, costs, liabilities and expenses (including, but not limited to, costs and expenses of litigation and attorneys' fees) which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person Person or persons Persons making the assertions that which are the basis for the Third Party Claimsuch claim. Failure by the Indemnitee to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor of any of its obligations under this Agreement except to the extent that actual monetary prejudice to the Indemnitor can be demonstrated.

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICE. When a party becomes Buyer, on the one hand, or Royal Hospitality or the Shareholders, on the other hand, become aware of a situation which may result in Damages Losses for which it or they would be entitled to be indemnified hereunder, such party Buyer, on the one hand, or Royal Hospitality or the Shareholders, on the other (the "Indemnitee" or "Indemnitees") shall submit promptly a written notice (the "Initial Claim Notice") to the other party or parties from which indemnification may be forthcoming pursuant to Section 7.1 or 7.2 (the "Indemnitor" or "Indemnitors") to such effect with reasonable promptness after it first becomes aware of such matter and shall furnish the Indemnitor Indemnitor(s) with such information as it has available demonstrating its right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, the filing by a third party of any action at law or in equity (a "Third Party Claim"), the Indemnitee Indemnitee(s) shall provide promptly to the Indemnitor with Indemnitor(s) a supplemental Initial Claim Notice not later than fourteen twenty (1420) calendar days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person or persons making the assertions that which are the basis for the Third Party Claimsuch claim. Failure by the Indemnitee Indemnitee(s) to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor Indemnitor(s) of any of its or their obligations under this Agreement except to the extent that such failure results in actual monetary and material prejudice to the Indemnitor can Indemnitor(s). (b) If, prior to the expiration of thirty (30) calendar days from the receipt by the Indemnitor(s) of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor(s) shall request in writing that such claim not be demonstratedpaid, the same shall not be paid, and the Indemnitor(s) shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that the Indemnitee(s) shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor(s), nor shall the Indemnitee(s) be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. The Indemnitee(s) shall cooperate fully to make available to the Indemnitor(s) and its or their attorneys, representatives and agents, all pertinent information under its control. The Indemnitee(s) shall not settle or compromise any contested claims without the prior consent of the Indemnitor(s), which shall not be unreasonably withheld or delayed. (c) At such time as Losses for which the Indemnitor(s) is or are liable hereunder are incurred by Indemnitee by actual payment thereof or by entry of a final judgment, the Indemnitee(s) shall forward a Final Claims Statement to the Indemnitor(s) setting forth the amount of such damages in reasonable detail on an itemized basis. The Indemnitee(s) shall supplement the Final Claims Statement with such supporting proof of loss (e.g. vouchers, canceled checks, accounting summaries, judgments, settlement agreement, etc.) as the Indemnitor(s) may reasonably request in writing within thirty (30) calendar days after receipt by Indemnitor(s) of a Final Claims Statement. All amounts reflected on Final Claims Statements shall be paid promptly by the Indemnitor(s) to the Indemnitee(s) and the Indemnitee(s) shall have the right to immediate payment of proceeds from insurance policies paid to Indemnitor(s) in connection with the claim for which the indemnification right arose.

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICE. When a party becomes aware of a situation which may result in Damages for which it would be entitled to be indemnified hereunder, such party (the "Indemnitee") shall submit a written notice (the "Initial Claim Notice") to the other party (the "Indemnitor") to such effect with reasonable promptness after it first becomes aware of such matter and shall furnish the Indemnitor with such information as it has available demonstrating its right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, on the filing by a third party of any action at law or in equity (a "Third Party Claim"), the Indemnitee shall provide the Indemnitor with a supplemental an Initial Claim Notice not later than fourteen ten (1410) days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages losses, costs, liabilities and expenses (including, but not limited to, costs and expenses of litigation and attorneys' fees) which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person Person or persons Persons making the assertions that which are the basis for the Third Party Claimsuch claim. Failure by the Indemnitee to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor of any of its obligations under this Agreement except to the extent that actual monetary prejudice to the Indemnitor can be demonstrated.

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICEInitial Claim Notice. When a party either Purchaser, on the -------------------- one hand, or the Sellers, on the other hand, becomes aware of a situation which may result in Damages damages for which it or they would be entitled to be indemnified hereunder, such party Purchaser, on the one hand, or the Representative (on behalf of the Sellers), on the other (the "Indemnitee") shall submit promptly a written notice (the "Initial Claim Notice") to the other party from which indemnification may be forthcoming pursuant to Section 9.1 or 9.2 (the "Indemnitor") to such effect with reasonable promptness after it first becomes aware of such matter and shall furnish the Indemnitor with such information as it has available demonstrating its right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, the filing by a third party of any action at law or in equity (a "Third Party Claim"), the Indemnitee shall provide promptly to the Indemnitor with a supplemental Initial Claim Notice not later than fourteen (14) 20 calendar days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person or persons making the assertions that which are the basis for the Third Party Claimsuch claim. Failure by the Indemnitee to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor of any of its obligations under this Agreement except to the extent that actual monetary and material prejudice to the Indemnitor can be demonstratedIndemnitor.

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICEInitial Claim Notice. When a party either Buyer, on the one hand, or Shareholders, on the other hand, becomes aware of a situation which may result in Damages damages for which it or they would be entitled to be indemnified hereunder, such party Buyer, on the one hand, or Shareholders, on the other (the "Indemnitee") shall submit promptly a written notice (the "Initial Claim Notice") to the other party from which indemnification may be forthcoming pursuant to Section 10.1 or 10.2 (the "Indemnitor") to such effect with reasonable promptness after it first becomes becoming aware of such matter and shall furnish the Indemnitor with such information as it has is available demonstrating its a right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, the filing by a third party of any action at law or in equity (a "Third Party Claim"), the Indemnitee shall provide promptly to the Indemnitor with a supplemental Initial Claim Notice not later than fourteen twenty (1420) calendar days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person or persons making the assertions that which are the basis for the Third Party Claimsuch claim. Failure by the Indemnitee to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor of any of its obligations under this Agreement except to the extent that of actual monetary and material prejudice to the Indemnitor can be demonstratedIndemnitor.

Notice of, and Procedures for, Collecting Indemnification. (a) INITIAL CLAIM NOTICEInitial Claim Notice. When a party becomes -------------------- aware of a situation which may result in Damages for which it would be entitled to be indemnified hereunder, such party (the "Indemnitee") shall submit a written notice (the ---------- "Initial Claim Notice") to the other party Shareholder or Buyer, as -------------------- applicable (the "Indemnitor") ), to such effect with ---------- reasonable promptness after it first becomes aware of such matter and shall furnish the Indemnitor with such information as it has available demonstrating its right or possible right to receive indemnity. If the potential claim is predicated on, or later results in, the filing by a third party of any action at law or in equity (a "Third Party Claim"), the ----------------- Indemnitee shall provide the Indemnitor with a supplemental Initial Claim Notice promptly not later than fourteen twenty (1420) days prior to the date on which a responsive pleading must be filed, and shall also furnish a copy of such claim (if made in writing) and of all documents including, but not limited to, the pleading filed by the third party, and received from the third party in support of such claim. Every Initial Claim Notice shall, if feasible, contain a reasonable estimate by the Indemnitee of the Damages losses, costs, liabilities and expenses (including, but not limited to, costs and expenses of litigation and attorneys' fees) which the Indemnitee may incur. In addition, each Initial Claim Notice shall name, when known, the person or persons entity making the assertions that which are the basis for the Third Party Claimsuch claim. Failure by the Indemnitee to deliver an Initial Claim Notice or an update thereof in a timely manner shall not relieve the Indemnitor of any of its obligations under this Agreement preclude Indemnitee from being indemnified hereunder, except to the extent that the Indemnitor can demonstrate actual monetary prejudice to the Indemnitor can be demonstratedresulting from such delay.