Notice of Claims for Indemnification Sample Clauses

Notice of Claims for Indemnification. Purchaser on the one hand, or Gilat Israel or Seller, on the other hand, as the case may be, shall notify each other promptly, and in any event within thirty (30) days, of the assertion by any third party of any claim against any of Purchaser's Indemnified Persons or Seller's Indemnified Persons, as the case may be, with respect to which any of them intend to make a claim for indemnification under Section 8.1 or Section 8.2 hereof. Any notice of any claim pursuant to Section 8.1 or Section 8.2 shall set forth the dollar amount thereof sought by the party seeking indemnification, unless the amount of such claim is not yet determinable (and such notice shall so state), and a statement of the facts underlying such claim in reasonably sufficient detail (to the extent such facts are readily available to the party claiming indemnification) so as to inform the Party against which indemnification is sought as to the basis of such claim and the manner in which the amount of such claim was computed. The failure by an indemnified party to notify an indemnifying party of an Indemnifiable Claim shall not relieve the indemnifying party of any indemnification responsibility under Section 8.1 or Section 8.2, provided that such failure does not materially prejudice the ability of the indemnifying party to defend such Indemnifiable Claim. Purchaser's Indemnified Persons and Seller's Indemnified Persons shall cooperate with each other in any investigation by the others of any such claim.

Notice of Claims for Indemnification. If any Indemnified Party has incurred or suffered or claims to have incurred or suffered, or believes that it may incur or suffer, Damages for which it is or may be entitled to be held harmless, indemnified, compensated or reimbursed under this ARTICLE IX or for which it is or may be entitled to a monetary remedy (such as in the case of a claim based on fraud), such Indemnified Party shall deliver a notice of claim (a “Notice of Claim”) to the Sellers’ Representative. Each Notice of Claim shall: (i) state that such Indemnified Party believes that such Indemnified Party is or may be entitled to indemnification, compensation or reimbursement under ARTICLE IX of the Agreement or is or may otherwise be entitled to a monetary remedy; (ii) contain a brief description of the circumstances supporting such Indemnified Party’s belief that such Indemnified Party is so entitled to indemnification or is or may otherwise be entitled to a monetary remedy; and (iii) if practicable, contain a non-binding, preliminary estimate of the aggregate dollar amount of actual and potential Damages that have arisen and may arise as a result of such circumstances (the aggregate amount of such estimate, as it may be modified by such Indemnified Party from time to time, being referred to as the “Claimed Amount”).

Notice of Claims for Indemnification. Notice of any claims desired to be asserted by the Company against Xxxx with respect to any matter for which the Company claims indemnification pursuant to this Section shall be served by the Company upon Xxxx promptly. Any such notice shall set forth in reasonable detail the basis for the claim asserted. Within 20 days following its receipt of such notice, Xxxx shall send written notice to the Company stating: (i) Whether in his view the claim is one for which the Company is entitled to indemnification (a “Covered Claim”), and (ii) If he acknowledges that the claim is a Covered Claim whether he chooses to dispute its validity by participating in any defense of any action brought by a third party with respect to such claim. If Xxxx fails to furnish such notice with such 20-day period, such failure shall constitute his agreement that the claim is a “Covered Claim” and his election not to participate in the defense of any action on the Claim. If Xxxx fails to furnish such notice or states in such notification that the claim is not a Covered Claim or that he declines to dispute the validity of said Claim, the Company may defend or settle the claim without the participation of Xxxx, reserving any rights it might have with respect to indemnification. If Xxxx acknowledges that the claim is a Covered Claim, then Xxxx may participate, at his own cost and expense, in any discussions and proceedings relating thereto, provided that he has so notified the Company of his intention to do so in such notice. Any settlement or compromise made by the Company in accordance with this Section 5 without the participation of Xxxx or any final judgment or decree entered in any claim, suit or action defended only by the Company alone shall be deemed to have been consented to by, and shall be obligatory and binding upon, Xxxx as fully as if Xxxx alone had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim by a court of competent jurisdiction for the amount of such settlement or compromise, satisfaction, judgment or decree, subject only to the right of Xxxx to dispute that any such claim is a Covered Claim if, but only if, Xxxx has served the proper notice within the proper time asserting that the claim is not a Covered Claim.

Notice of Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to Section 10.1 in respect of any Losses, such Indemnitee shall give the appropriate indemnifying Party (the “Indemnifying Party”) written notice within thirty (30) days of its becoming aware thereof (but prior to the expiration of the survival period specified in Section 10.2 for the relevant representation, warranty, covenant, agreement, or obligation), which notice shall specify in reasonably sufficient detail the facts alleged to give rise to a claim for indemnification and the amount the Indemnitee seeks hereunder from the Indemnifying Party, together with such information as may be necessary for the Indemnifying Party to determine whether the limitations in Section 10.1(b)(i), have been satisfied; provided, however, the failure to give such notice shall not release the Indemnifying Party from its obligations under this Article X except to the extent the Indemnifying Party has been prejudiced by the failure. If the Indemnifying Party contests the assertion of a claim, the Parties covenant and agree to use their commercially reasonable efforts to resolve their dispute with respect to such claim.

Notice of Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to Section 10.1 in respect of any Losses, such Indemnitee shall give the appropriate indemnifying party (the “Indemnifying Party”) written notice within ten (10) Business Days of its becoming aware thereof; provided, however, the failure to give such notice shall not release the Indemnifying Party from its obligations under this Article X except to the extent that the Indemnifying Party is prejudiced by such failure. Any such notice shall set forth in reasonable detail, and to the extent then known, the basis for such claim for indemnification.

Notice of Claims for Indemnification. (i) Each Indemnified Person shall notify BOCHC and Pioneer promptly after such Indemnified Person has actual knowledge of any claim as to which indemnification may be sought under this Section 3. (ii) The failure of any Indemnified Person to give notice of any claim as provided herein shall not relieve either BOCHC or Pioneer of its obligations under this Agreement unless such failure materially prejudices the opportunity of such Indemnitor to defend against such claim. (iii) Each Indemnified Person may, in its sole discretion, permit either BOCHC or Pioneer or its counsel to conduct the defense of any claim as to which indemnification may be sought under this Section 3, including, without limitation, any litigation based thereon or resulting therefrom. Neither BOCHC nor Pioneer shall, in the defense of any such claim or litigation, except with the prior written consent of each Indemnified Person, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the execution and delivery by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation alleged by such claimant or plaintiff. Each Indemnified Person shall furnish such information regarding itself or the claim in question as each of BOCHC or Pioneer may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim, including, without limitation, any litigation based thereon or resulting therefrom.

Notice of Claims for Indemnification. The Indemnitee shall provide prompt written notice of any Claim, tender defense or settlement to the Indemnitor, and fully cooperate in the defense of the Claim; provided that the failure to give such notice shall not affect the Indemnitee's right to indemnification hereunder unless the failure to give such notice materially and adversely affects the rights, remedies or liability of the Indemnitor with respect to such Claim. Should the Indemnitor fail to honor a timely request for indemnification, then the Indemnitee shall be entitled to all reasonable costs (including reasonable attorneys' fees) incurred in the enforcement of the right of indemnification hereunder.

Notice of Claims for Indemnification. Upon a determination by the ------------------------------------ Company that the Company has a claim for indemnification under Section 8 of the Recapitalization Agreement (each, an "Indemnity Claim"), the Company shall --------------- deliver to the Escrow Agent a copy of the notice (each, a "Claim Notice") ------------ delivered to AIM pursuant to the Recapitalization Agreement. With respect to each Indemnity Claim, the Escrow Agent shall pay the following amounts to the Company from the Escrow Amount in cash in accordance with Section 4(c) below: (i) the amount of such Indemnity Claim if thirty (30) days shall have expired since the Company delivered the Claim Notice to the Escrow Agent and the Escrow Agent shall not have received written notice within such time from AIM that the amount of the claim is being contested; (ii) the amount of such Indemnity Claim (or portion thereof) directed to be so paid in any written notice received by the Escrow Agent from AIM; and (iii) the amount of any arbitration award reflected in a final determination of which the Escrow Agent shall have received a certified copy, in favor of the Company in any proceeding for indemnity under the Recapitalization Agreement;

Notice of Claims for Indemnification. Any party seeking indemnification pursuant to this Article VI shall provide notice of such claim (stating in reasonable detail the basis for such claim) in accordance with Section 7.5 to the indemnifying party.

Notice of Claims for Indemnification. If any third party shall make any written claim or commence any arbitration proceeding or suit against any one or more of Optimum or the Optimum Indemnified Parties or CheMatch or the CheMatch Indemnified Parties (each an "Indemnified Person") with respect to which an Indemnified Person intends to make a claim for indemnification against Optimum under Section 10(a), or against CheMatch under Section 10(b) (as the case may be, the "Indemnifying Party"), the Indemnified Person shall promptly (but in no event more than ten (10) days after learning of such claim) give written notice to the Indemnifying Party of such Third-Party Claim and the provisions of Sections 10(e) and (f) shall apply; provided, however, that any failure to provide the foregoing notice on a timely basis shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that it is prejudiced or otherwise damaged thereby.