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.
Appears in 4 contracts
Samples: Acquisition Agreement (Rstar Corp), Acquisition Agreement (Gilat Satellite Networks LTD), Acquisition Agreement (Gilat Satellite Networks LTD)
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 ’s Indemnified Persons or Seller's ’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 ’s Indemnified Persons and Seller's ’s Indemnified Persons shall cooperate with each other in any investigation by the others of any such claim.
Appears in 1 contract
Samples: Acquisition Agreement (Rstar Corp)
Notice of Claims for Indemnification. Purchaser on the one handIf any Buyer Indemnified Party or Seller Indemnified Party (each, or Gilat Israel or Seller, on the other hand, as the case may be, an “Indemnified Party”) shall notify each other promptly, and believe that such Indemnified Party is entitled to indemnification pursuant to this Article 8 in any event within thirty (30) days, of the assertion by any third party respect of any Adverse Consequences relating to a claim against any the Indemnified Party by a Person that is not a Party (a “Third Party Claim”), then such Indemnified Party shall give the appropriate Indemnifying Party (the “Indemnifying Party”) written notice within ten (10) Business Days of Purchaser's Indemnified Persons or Seller's Indemnified Personsits becoming aware thereof, as which notice shall specify in reasonably sufficient detail the case may be, with respect facts alleged to which any of them intend give rise 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 and the amount of such claim is not yet determinable (and the Indemnified Party seeks hereunder from the Indemnifying Party; provided, however, the failure to give such notice shall so state)not release the Indemnifying Party from its obligations under this Article 8, and a statement provided this written notice is given prior to the expiration of the facts underlying such claim survival period specified in reasonably sufficient detail (to Section 8.1 for 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 relevant representation, warranty, covenant, agreement, or obligation 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 interests 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 Indemnifying Party have not been prejudiced by the others failure. If the Indemnifying Party contests the assertion of any a claim, then the Parties covenant and agree to use their commercially reasonable efforts to resolve their dispute with respect to such claim.
Appears in 1 contract
Samples: Purchase Agreement (Actuant Corp)