Notice of Claim for Indemnification. No claims for indemnification under this Professional Business Management Agreement relating to claims solely between the Parties shall be valid unless notice of such claim is delivered to the Practice (in the case of a claim by Professional Business Manager) or Professional Business Manager (in the case of a claim by the Practice) within one (1) year after the Party making such claim first obtained knowledge of the facts upon which such claim is based. Any such notice shall set forth in reasonable detail, to the extent known by the Party giving such notice, the facts on which such claim is based and the resulting estimated amount of damages.
Notice of Claim for Indemnification. Each indemnified party hereunder agrees that upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, action or proceeding, judicial or otherwise, by any Third Party with respect to any matter to which it believes itself to be entitled to indemnity under the provisions of this Agreement, it shall give prompt notice thereof in writing to the indemnifying party, together with a statement of such information regarding any of the foregoing as it shall then have. Such notice shall include a formal demand for indemnification under this Agreement. For claims for indemnity with respect to which the Indemnity Threshold applies, such claim shall be deemed to have been made (subject to the application of the Indemnity Threshold, the Indemnity Deductible and the Indemnity Cap) upon the indemnified party’s providing an initial notice for a claim of indemnity to the indemnifying party. Seller, on one hand, and Buyer and Parent on the other, must provide any such notice within the Seller Survival Period and Buyer Survival Period, respectively; otherwise, all indemnifications granted by the respective Party hereunder shall terminate and expire. The indemnified party shall afford the indemnifying party a reasonable opportunity to pay, settle or contest the claim at the indemnifying party’s expense.
Notice of Claim for Indemnification. Each indemnified party hereunder agrees that upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, action or proceeding, judicial or otherwise by any third party with respect to any matter to which it believes itself to be entitled to indemnity under the provisions of this Agreement, it shall give prompt notice thereof in writing to the indemnifying party, together with a statement of such information regarding any of the foregoing as it shall then have; provided that the failure of any indemnified party to give notice of a claim shall not relieve the indemnifying party of its obligations under this Article XI except to the extent such failure materially prejudices the indemnifying party’s ability to defend against the claim. Such notice shall include a formal demand for indemnification under this Agreement. To the extent a Survival Period is applicable to such claim for indemnity, Buyer must provide any such notice within the Survival Period, otherwise all indemnifications granted by Seller hereunder shall terminate and expire. In the event that the indemnifying party admits its obligation to defend the indemnified party against such claim at the sole cost and expense of the indemnifying party, the indemnified party shall afford the indemnifying party a reasonable opportunity to pay, settle or contest the claim at the indemnifying party’s expense; provided, however, that the indemnifying party shall not, without the written consent of the indemnified party, (a) settle any third party claim or consent to the entry of any judgment with respect thereto which does not include an unconditional written release of the indemnified party from all liability in respect of such third party claim or (b) settle any third party claim or consent to the entry of any judgment with respect thereto in any manner that may materially and adversely affect the indemnified party (other than as a result of money damages covered by the indemnity). With respect to any claim subject to indemnification pursuant to this Article XI or otherwise pursuant to this Agreement, the indemnified party shall use commercially reasonable efforts to cooperate (at the indemnifying party’s sole cost and expense) with the indemnifying party in asserting any defense that may be available to the indemnified party with respect to any such claim.
Notice of Claim for Indemnification. No claim for indemnification hereunder shall be valid unless notice of such claim is delivered to the Parent Group (in the case of a claim by York) or to York (in the case of a claim by the Parent Group) prior to or upon the date of expiration of the representation, warranty or covenant pursuant to which such indemnification is sought. Any such notice shall set forth in reasonable detail, to the extent known by the person giving such notice, the facts on which such claim is based and the estimated amount of Adverse Consequences resulting therefrom.
Notice of Claim for Indemnification. Whenever any claim shall arise for indemnification under this Article VI, the indemnified party shall promptly notify the indemnifying party of the claim and, when known, the facts constituting the basis for such claim.
Notice of Claim for Indemnification. Upon obtaining knowledge of an Indemnification Claim which could give rise to indemnification under this Article 11, the party demanding such indemnification (the "Indemnitee") shall promptly notify the party from whom indemnification is sought (the "Indemnitor"), in writing, of any Indemnification Claim which the Indemnitee has determined has given or could give rise to a right of indemnification under Sections 11.1 or 11.2 hereof (the "Notice of Claim"). The Notice of Claim shall specify, in reasonable detail, the nature of any such Indemnification Claim giving rise to the right of indemnification.
Notice of Claim for Indemnification. Each Party hereunder agrees that upon its discovery of facts giving rise to a claim for indemnity or breach of representation or warranty under the provisions of this Agreement, including, but not limited to, receipt by it of notice of any demand, assertion, action or proceeding, judicial or otherwise, by any third person with respect to any matter to which it believes itself to be entitled to indemnity under the provisions of this Agreement, it shall give prompt notice thereof in writing to the indemnifying Party, together with a statement of such information regarding any of the foregoing as it shall then have. Such notice shall include a formal demand for indemnification under this Agreement. The Party claiming indemnification must provide any such notice within one (1) year of Closing with respect to all claims under Section 10.01 or Section 10.02, otherwise all indemnifications with respect to all claims under Section 9.01(a) or Section 9.02(a) shall terminate and expire. The indemnified Party shall afford the indemnifying Party a reasonable opportunity to pay, settle or contest the claim at the indemnifying Party's expense.
Notice of Claim for Indemnification. No claim for indemnification hereunder shall be valid unless notice of such claim is delivered to Buyer (in the case of a claim by the Shareholders) or to the Shareholders (in the case of a claim by Buyer). Any such notice shall set forth in reasonable detail, to the extent known by the person giving such notice, the facts on which such claim is based and the estimated amount of Adverse Consequences resulting therefrom.
Notice of Claim for Indemnification. A party claiming indemnity under this Section 9 must give the indemnifying party prompt notice of any claim, and the indemnifying party shall have the right to assume the full defense of any claims to which its indemnity applies. The indemnified party, at the indemnifying party's cost, will cooperate fully with the indemnifying party in such defense of any such claim. If the indemnified party compromises or settles any such claim without the prior written consent of the indemnifying party, then the indemnifying party shall be released from its indemnity obligations with respect to the claim so settled.
Notice of Claim for Indemnification. Promptly upon knowledge by Owner of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnities provided for in Sections 17.1 or 17.2 may apply, Owner shall notify Contractor in writing of such fact; provided that the failure of Owner to give any such notice promptly shall not excuse Contractor from its indemnification obligations hereunder, except to the extent that Contractor has been directly and materially adversely affected by such late notice. With respect to all matters which are subject to indemnification under Article 17, Contractor shall, at its expense (including attorneys' fees and expenses, all other costs and expenses of litigation and costs of settlement) assume, on behalf of Owner and any other indemnified party, and conduct with due diligence and in good faith, the defense thereof with counsel 104 Article 17 reasonably satisfactory to Owner; provided that Owner shall have the right to be represented therein by advisory counsel of its own selection and at its own expense; and provided further, that if the defendants in any such action include both the Owner and Contractor and Owner shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to Contractor, Owner shall have the right to select separate counsel to participate in the defense of such action on its own behalf. Owner shall, at the request of Contractor, provide all reasonably available assistance in the defense or settlement of any such claim, action, proceeding or investigation and all reasonable out-of-pocket costs and expenses incurred by Owner in connection with the defense or settlement of any such claim, action, proceeding or investigation shall be reimbursed by Contractor promptly upon demand therefor. Neither Owner nor Contractor shall settle or compromise any claim, action or proceeding without the prior written consent of the other party, which consent shall not be unreasonably withheld.
