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.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Notice of Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to Section 10.1 9.1 in respect of any Losses, such Indemnitee shall give the appropriate indemnifying Party (the “Indemnifying Party”"INDEMNIFYING PARTY") written notice within thirty ten (3010) days Business 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)thereof, which notice shall specify in reasonably sufficient detail the facts alleged to give rise to a claim for indemnification have been breached and the amount the Indemnitee seeks hereunder from the Indemnifying Party, together with such information as may be necessary for the Indemnifying Party Indemnitee to determine whether the limitations in Section 10.1(b)(i), 9.1(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 IX, except to the extent that the Indemnifying Party has been is prejudiced by the such 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Baldwin Technology Co Inc)
Notice of Claims for Indemnification. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to Section 10.1 9.1 in respect of any Losses, such Indemnitee shall give the appropriate indemnifying Party (the “Indemnifying Party”) written notice within thirty ten (3010) days Business 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)thereof, which notice shall specify in reasonably sufficient detail the facts alleged to give rise to a claim for indemnification have been breached and the amount the Indemnitee seeks hereunder from the Indemnifying Party, together with such information as may be necessary for the Indemnifying Party Indemnitee to determine whether the limitations in Section 10.1(b)(i), 9.1(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 IX, except to the extent that the Indemnifying Party has been is prejudiced by the such 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Baldwin Technology Co Inc)