Notice of Indemnifiable Loss. In the event that a Person entitled to indemnification under this ARTICLE 11 (the “Indemnified Party”) shall suffer any Adverse Consequences in respect of which indemnification may be sought under this ARTICLE 11 against the party required to provide indemnification under this ARTICLE 11 (the “Indemnifying Party”), the Indemnified Party must assert a claim for indemnification within the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying Party. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than 30 days after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this ARTICLE 11 except to the extent that the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such Notice of Indemnifiable Loss in such a timely manner.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tower Tech Holdings Inc.)
Notice of Indemnifiable Loss. In the event that a Person entitled to indemnification under this ARTICLE 11 (the “Indemnified Party”) shall suffer any Adverse Consequences in respect of which indemnification may be sought under this ARTICLE 11 against the party required to provide indemnification under this ARTICLE 11 (the “Indemnifying Party”), the Indemnified Party must assert a claim for indemnification within the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying Indemnified Party. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than 30 days after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this ARTICLE 11 except to the extent that the Indemnifying Party is materially actually prejudiced by the Indemnified Party’s failure to give such Notice of Indemnifiable Loss in such a timely manner.
Appears in 1 contract
Notice of Indemnifiable Loss. In Each indemnified party (the event "Indemnified Party") shall provide written notice to the indemnifying party (the "Indemnifying Party") of any claim with respect to which it seeks indemnification promptly after the discovery by the Indemnified Party of any matters giving rise to a claim for indemnification, provided that a Person entitled the failure of the Indemnified Party to indemnification give notice as provided herein shall not relieve the Indemnifying Party of its obligation under this ARTICLE 11 (Section 12, except if and to the “extent the Indemnifying Party has been materially prejudiced thereby. Provided that the Indemnifying Party has agreed to indemnify the Indemnified Party with respect to the noticed claim, the Indemnified Party shall have the control of all litigation for which indemnity is available pursuant to this Section 12. The Indemnifying Party shall not, without the Indemnified Party”) 's prior written consent, which shall suffer not be unreasonably withheld, settle or compromise any Adverse Consequences action, suit, claim or proceeding to which an Indemnified Party is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party's prior written consent, settle or compromise any claim or proceeding in respect of which indemnification may be sought under this ARTICLE 11 against the party required to provide indemnification under this ARTICLE 11 (the “Indemnifying Party”), hereunder unless such settlement or compromise includes unconditional release of the Indemnified Party must assert a from all liability arising out of such action, suit, claim for indemnification within the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying Party. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than 30 days after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this ARTICLE 11 except to the extent that the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such Notice of Indemnifiable Loss in such a timely manneror proceeding.
Appears in 1 contract
Samples: Management and Consulting Agreement (Open Plan Systems Inc)
Notice of Indemnifiable Loss. In the event that a Person entitled to indemnification under this ARTICLE Article 11 (the “Indemnified PartyIndemnitee”) shall suffer any Adverse Consequences in respect of which indemnification may be sought under this ARTICLE Article 11 against the party required to provide indemnification under this ARTICLE Article 11 (the “Indemnifying PartyIndemnitor”), the Indemnified Party Indemnitee must assert a claim for indemnification within the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying PartyIndemnitor. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party Seller as soon as practicable, but in no event later than 30 days after the Indemnified Party Indemnitee acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party Indemnitor with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party Indemnitor from any liability that it may have to the Indemnified Party Indemnitee under this ARTICLE Article 11 except to the extent that the Indemnifying Party Indemnitor is materially prejudiced by the Indemnified PartyIndemnitee’s failure to give such Notice of Indemnifiable Loss in such a timely manner.
Appears in 1 contract
Samples: Stock Purchase Agreement (Titan Energy Worldwide, Inc.)
Notice of Indemnifiable Loss. In the event that a Person entitled to indemnification under this ARTICLE 11 Article 7 (the “Indemnified Party”) shall suffer any Adverse Consequences in respect of which indemnification may be sought under this ARTICLE 11 Article 7 against the party required to provide indemnification under this ARTICLE 11 Article 7 (the “Indemnifying Party”), the Indemnified Party must assert a claim for indemnification within on or before the date that is 30 days following the expiration of the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying Party. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than 30 days after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this ARTICLE 11 Article 7 except to the extent that the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such Notice of Indemnifiable Loss in such a timely manner.
Appears in 1 contract
Notice of Indemnifiable Loss. In the event that a Person entitled to indemnification under this ARTICLE 11 (the “Indemnified Party”) shall suffer any Adverse Consequences in respect of which indemnification may be sought under this ARTICLE 11 against the party required to provide indemnification under this ARTICLE 11 (the “Indemnifying Party”), the Indemnified Party must assert a claim for indemnification within the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying Indemnified Party. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than 30 days after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this ARTICLE 11 except to the extent that the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such Notice of Indemnifiable Loss in such a timely manner.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tower Tech Holdings Inc.)
Notice of Indemnifiable Loss. In the event that a Person entitled to indemnification under this ARTICLE Article 11 (the “Indemnified Party”) shall suffer any Adverse Consequences in respect of which indemnification may be sought under this ARTICLE Article 11 against the party required to provide indemnification under this ARTICLE Article 11 (the “Indemnifying Party”), the Indemnified Party must assert a claim for indemnification within the applicable Survival Period by a written notice which contains reasonably sufficient detail and information of the Indemnifiable Losses as then known (the “Notice of Indemnifiable Loss”) to the Indemnifying Party. The Notice of Indemnifiable Loss must be provided to the Indemnifying Party as soon as practicable, but in no event later than 30 days after the Indemnified Party acquires knowledge of the basis for the claim for indemnification. Notwithstanding the foregoing, any failure to provide the Indemnifying Party with a Notice of Indemnifiable Loss in such a timely manner shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this ARTICLE Article 11 except to the extent that the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such Notice of Indemnifiable Loss in such a timely manner.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tower Tech Holdings Inc.)