Notice of Indemnity Claim. (a) If any Indemnified Party receives notice of a Third Party Claim, the Indemnified Party shall notify the Party required by the terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the “Claims Notice”) within ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnified Party, (ii) receipt by such Indemnified Party of written notice of any Third Party Claim pursuant to an invoice, notice of claim or assessment, against such Indemnified Party, or (iii) such Indemnified Party becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount if known, or estimate, if possible, of Buyer’s or Seller’s Losses, as the case may be that has been or may be incurred or suffered by Buyer or Seller, as the case may be.
(b) If the Indemnifying Party shall not have timely notified the Indemnified Party of its election to assume the defense, the Indemnified Party shall have the right to assume control of the defense of such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of any Third Party Claim, it may give written notice to the Indemnified Party of its intent not to do so, in which event the Indemnified Party shall assume control of the defense and/or compromise of such Third Party Claim, subject to the indemnification rights of the Indemnified Party hereunder.
(c) The Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and/or compromise efforts with respect to such Third Party Claim and shall furnish the other Party with copies of all relevant pleadings, correspondence and other papers. In addition, the Parties to this Agreement shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim.
Notice of Indemnity Claim. The Party to be indemnified (the “Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) as soon as practicable after receiving notice of any claim, demand, suit or proceeding brought against it which may give rise to the Indemnifying Party’s obligations under this Agreement (such claim, demand, suit or proceeding, a “Third Party Claim”), and shall furnish to the Indemnifying Party the complete details within its knowledge. Any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations except to the extent, if any, that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure.
Notice of Indemnity Claim. If a party intends to assert an Indemnity Claim, it shall provide the other party with written notice of such Indemnity Claim promptly after the facts providing the basis for such Indemnity Claim are known. No Representation Indemnity Claim may be asserted after 18 months from the Closing Date, but any Representation Indemnity Claim made prior to 18 months from the Closing Date shall remain valid and enforceable. Except for statutes of limitation under applicable law, there are no time limits for Covenant Indemnity Claims. An Indemnity Claim notice shall set forth, in detail, the specific character and factual basis for each individual Indemnity Claim asserted therein. At the time the Indemnity Claim is made and thereafter, any party asserting the Indemnity Claim shall provide the other party with copies of any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. If the indemnity Claim involves a claim by a third party, the party against which the Indemnity Claim is asserted may assume, at its sole expense, the defense of the claim by the third party if such party against which the Indemnity Claim is asserted agrees in writing with respect to such Indemnity Claim that it is obligated hereunder to indemnify and hold the party asserting the Indemnity Claim harmless in accordance with the terms of this Section 11.1. The failure of the party against which the Indemnity Claim is asserted to assume the defense of any such claim shall not affect any indemnification obligation under this Agreement.
Notice of Indemnity Claim. Any Indemnified Person entitled to indemnification under this Agreement may seek indemnification for any Indemnifiable Loss (other than in respect of a Third-Party Claim) by providing written notice to the Indemnifying Party, specifying (a) the basis for such indemnification claim and (b) if known, the aggregate amount of Indemnifiable Loss for which a claim is being made under this Agreement. Written notice to such Indemnifying Party of the existence of such claim shall be given by the Indemnified Person as soon as practicable after the Indemnified Person first receives notice of the potential claim; provided, however, that any failure to provide such prompt notice of the event giving rise to such claim to the Indemnifying Party shall not affect the Indemnified Person’s right to indemnification or relieve the Indemnifying Party of its obligations under this Agreement except to the extent such Indemnifying Party has been materially prejudiced as a result of such delay.
Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnitee shall notify the Company in writing (the "CLAIMS NOTICE") of (i) receipt of written notice of commencement of any third party litigation against such Indemnitee, within 10 days after receipt of such written notice, or (ii) receipt by such Indemnitee of written notice of any other third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnitee, within 30 days after receipt of such written notice. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the Indemnitee. The failure to timely notify the Company in accordance with this section 10.2(a) shall not relieve the Company from the obligation to indemnify hereunder, except to the extent that the Company establishes by competent evidence that it has been prejudiced thereby.
Notice of Indemnity Claim. Each indemnified party agrees to give the ------------------------- indemnifying party prompt written notice of any matter upon which such indemnified party intends to base a claim for indemnification (an "Indemnity Claim") under this Section. The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any Indemnity Claim.
Notice of Indemnity Claim. The Party to be indemnified (the “Indemnified Party” shall notify the other Party (the “Indemnifying Party”) as soon as practicable after receiving notice of any Proceeding brought against the Indemnified Party which may give rise to the Indemnifying Party’s obligations under this Agreement and for which the Indemnified Party, at its election and upon notice to the Indemnifying Party, intends to exercise such right to indemnification (such Proceeding a “Third Party Claim”), and shall furnish to the Indemnifying Party the complete details of such Third Party Claim within its knowledge. Any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations except to the extent (if any) that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure.
Notice of Indemnity Claim. If the Purchaser or the Vendor (on their own behalf and/or on behalf of some or all of their Representatives) wishes to make a Claim for Indemnification against the Vendor, on the one hand, or the Purchaser, on the other hand, the Indemnified Party shall promptly give written notice to the Indemnifying Party of the Claim for Indemnification. Such notice shall specify whether the Claim for Indemnification originates with the Indemnified Party (an “Original Claim”) or with a Third Party (a “Third Party Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
(a) the factual basis for the Claim for Indemnification; and
(b) the amount of the Claim for Indemnification, or, if an amount is not then determinable, an approximate and reasonable estimate of the potential amount of the Claim for Indemnification.
Notice of Indemnity Claim. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof; provided, however, that failure so to notify the indemnifying party shall not affect any indemnifying party's obligations hereunder unless and then only to the extent that such failure over an extended period of time shall have materially prejudiced the indemnifying party. In case any such action is brought against any indemnified party, and it notifies any indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in the defense thereof, with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party may retain its own counsel, who shall be reasonably satisfactory to the indemnifying party. The reasonable fees and expenses of such counsel shall be borne by the indemnifying party. An indemnified party shall not enter into a compromise or settlement of any claim or agree to a judgment without the consent of the indemnifying party.
Notice of Indemnity Claim. Any person or entity entitled to indemnification under the provisions of this Section (an "Indemnified Person") will give prompt notice to the party from whom it is seeking indemnification under this Section (the "Indemnifying Person") of any matter with respect to which it seeks indemnification under this Agreement. The failure of any Indemnified Person to give notice as provided herein will not relieve the Indemnifying Person of its obligations under this Section except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice.
