Common use of Notice of Indemnity Claim Clause in Contracts

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.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (Huntway Partners L P)

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Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any United Indemnitee or Shareholder Indemnitee (an "INDEMNITEE") as to which such Indemnitee may be entitled to indemnification hereunder, the United Indemnitee shall notify the Company Shareholders or the Shareholder Indemnitee shall notify United, as the case may be, (collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") of within 10 days after (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 or (iii) such Indemnitee becomes aware of such written noticethe existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee or Shareholder Indemnitee as to which such WCI Indemnitee or Shareholder Indemnitee (an "INDEMNITEE") may be entitled to indemnification hereunder, the Indemnitee shall notify the Company Shareholders or WCI (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") of within 60 days after (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 or (iii) such Indemnitee becomes aware of such written noticethe existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). 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. (b) The Indemnifying Party may elect to defend any Claim for money damages where the cumulative total of all Claims (including such Claim) do not exceed the limit set forth in Section 10.2(b) at the time the Claim is made, by the Indemnifying Party's own counsel. The failure to timely notify Indemnitee may participate, at the Company Indemnitee's own expense, 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.defense of any

Appears in 1 contract

Samples: Merger Agreement (Waste Connections Inc/De)

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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 Seller and the Company Shareholders (collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") of within 60 days after (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 or (iii) such Indemnitee becomes aware of such written noticethe existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). 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. . (b) The failure Indemnifying Party may elect to timely notify defend any Claim for money damages where the Company in accordance with this section 10.2(acumulative total of all Claims (including such Claims) 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.do not

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

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