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 any party hereto as to which such party may be entitled to indemnification hereunder, such party (the "Indemnitee") shall notify the party required by the terms of this Agreement to indemnify the Indemnitee (the "Indemnifying Party") in writing thereof (the "Claims Notice") within 30 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnitee, (ii) receipt by such Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnitee, or (iii) such Indemnitee becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party, or as to which the Buyer Indemnitee intends to apply or has applied the amount of the Buyer Losses (as defined in Section 5.1 herein) incurred by such Buyer Indemnitee as a result of such event toward reduction of the applicable Deductible Amount. 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 Buyer Losses or the Company Losses, as the case may be, that have been or may be incurred or suffered by the Buyer Indemnitee(s) or the Company's Indemnitee(s), as the case may be.

Notice of Indemnity Claim. Within thirty (a30) In days after an Indemnified Person receives written notice of an Underlying Claim that constitutes an Indemnity Claim under this Agreement, the event that any claim Indemnified Person ("Claim"and/or Pioneer or OCC Tacoma, as applicable) shall, if an Indemnity Claim is hereafter asserted against any party hereto to be made pursuant to this Agreement, provide an Indemnity Notice in writing to the Indemnifying Party. The Indemnified Person shall supplement such Indemnity Notice as to which such party may be entitled to indemnification hereunder, such party (the "Indemnitee") shall notify the party required reasonably requested in writing by the terms Indemnifying Party. The Indemnity Notice shall set forth the Indemnified Person or Persons, an explanation of the basis of the Indemnity Claim, the Section of this Agreement under which defense and indemnification is sought, the amount, to indemnify the Indemnitee extent known or estimated, of such Indemnity Claim sought by the Indemnified Person, a list identifying, to the extent known or estimated, each separate item and amount of Damages and each separate Underlying Claim, and the Claim Notice or Order Notice on which such Indemnity Claim is based. Failure of an Indemnified Person (and/or Pioneer or OCC Tacoma, as applicable) to provide a proper Indemnity Notice pursuant to this Section 4.2, and a Claim Notice or Order Notice pursuant to Section 4.1, to the "Indemnifying Party") in writing thereof Party within the required thirty (the "Claims Notice") within 30 days after 30)-day period shall relieve such Indemnifying Party from any liability or obligation which it may have under this Agreement either (i) receipt of written notice of commencement to the extent, but only to the extent, of any third party litigation against such Indemnitee, (ii) receipt material detriment suffered by such Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnitee, or (iii) such Indemnitee becomes aware of the existence of any other event, in respect of which indemnification may be sought from the Indemnifying Party, or as to which the Buyer Indemnitee intends to apply or has applied the amount of the Buyer Losses (as defined in Section 5.1 herein) incurred by such Buyer Indemnitee Party as a result of such event toward reduction of the applicable Deductible Amount. The Claims Notice shall describe failure, or (ii) if the Claim Notice or Order Notice with respect to an Underlying Claim issued between the Closing and the specific facts and circumstances Early Sunset Date has not been provided to the Indemnifying Party within ninety (90) days following the occurrence of an Early Sunset Date as provided in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the Buyer Losses or the Company Losses, as the case may be, that have been or may be incurred or suffered by the Buyer Indemnitee(s) or the Company's Indemnitee(s), as the case may bethis Agreement.

Notice of Indemnity Claim. (a) In the event that any claim ("“Claim"”) is hereafter asserted against or arises with respect to, as applicable, any party hereto WCI Indemnitee or Shareholder Indemnitee (each, an “Indemnitee”) as to which such party an Indemnitee may be entitled to indemnification hereunder, such party (the "Indemnitee") Indemnitee shall notify (i) the party required by the terms of this Agreement to indemnify Shareholders’ Representatives, if the Indemnitee is a WCI Indemnitee, or (ii) WCI, if the "Indemnitee is a Shareholder Indemnitee (each, an “Indemnifying Party") ”), in writing thereof (the "“Claims Notice"”) within 30 sixty (60) days after (i) receipt of written notice of commencement of any third party litigation against such Indemnitee, the Indemnitee (a “Third Party Claim”); (ii) receipt by such the Indemnitee of written notice of any third party claim Third Party Claim pursuant to an invoice, notice of claim or assessment, assessment against such the Indemnitee, ; or (iii) such the Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying Party, Party (including any inaccuracy of any representation or as to which the Buyer Indemnitee intends to apply warranty or has applied the amount breach of the Buyer Losses (as defined in Section 5.1 herein) incurred by such Buyer Indemnitee as a result of such event toward reduction of the applicable Deductible Amountany 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 Buyer Losses or the Company Losses, as the case may be, losses that have been or may be incurred or suffered by the Buyer Indemnitee(sIndemnitee. The failure to timely deliver a Claims Notice pursuant to this Section 10.5(a) or otherwise notify the Company's Indemnitee(s)Indemnifying Party of the commencement of such actions in accordance with the terms hereof shall not relieve the Indemnifying Party from the obligation to indemnify hereunder, as subject to the case may belimitations set forth in Section 10.4, except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby.

Notice of Indemnity Claim. (a) In the event that any claim ("“Claim"”) is hereafter asserted against or arises with respect to any party hereto Xxxx Indemnitee as to which such party Xxxx Indemnitee may be entitled to indemnification hereunder, such party (the "Indemnitee") Xxxx Indemnitee shall notify the party required by the terms of this Agreement to indemnify the Indemnitee Shareholder Representative (the "“Indemnifying Party"”) in writing thereof (the "“Claims Notice"”) within 30 sixty (60) days after (i) receipt of written notice of commencement of any third party litigation against such Xxxx Indemnitee, (ii) receipt by such Xxxx Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such Xxxx Indemnitee, or (iii) such Xxxx Indemnitee becomes aware of the existence of any other event, event in respect of which indemnification may be sought from the Indemnifying PartyParty (including, without limitation, any inaccuracy of any representation or as to which the Buyer Indemnitee intends to apply warranty or has applied the amount breach of the Buyer Losses (as defined in Section 5.1 herein) incurred by such Buyer Indemnitee as a result of such event toward reduction of the applicable Deductible Amountany 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 Buyer Losses or the Company Losses, as the case may be, losses that have been or may be incurred or suffered by the Buyer Indemnitee(s) Xxxx Indemnitee. The failure to timely deliver a Claims Notice or otherwise notify the Company's Indemnitee(s), as Indemnifying Party of the case may becommencement of such actions in accordance with this Section 7.4 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby.

Notice of Indemnity Claim. (a) In the event that any claim ("Claim") is hereafter asserted against any party hereto as to which such party may be entitled to indemnification hereunder, such party (the "Indemnitee") The Indemnified Party shall promptly notify the party required by the terms of this Agreement to indemnify the Indemnitee (the "Indemnifying Party") Party in writing thereof (the "Claims Notice") within 30 days after (i) receipt of written notice of commencement of any third party litigation against such Indemnitee, (ii) receipt by such Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such Indemnitee, or (iii) such Indemnitee becomes aware of the existence of any claim, demand or other eventmatter which could give rise to a right of indemnification pursuant to paragraphs 14 or 15 above. The Indemnifying Party shall have the right, at its and/or their option, and with the consent of the Indemnified Party as referred to hereinbelow, to compromise or defend, at its and/or their own expense and by its and/or their own counsel, any such matter involving the asserted liability of the Indemnified Party. If the Indemnifying Party undertakes to compromise or defend any such asserted liability, it and/or they shall promptly notify the Indemnified Party of its and/or their intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its and/or their counsel in respect of which indemnification may the compromise of, or defense against, any such asserted liability. All costs and expenses incurred in 3 4 connection with such cooperation shall be sought from borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the asserted liability, fails to notify the Indemnified Party of this election as herein provided or as contests his obligations to which indemnify under this Agreement, the Buyer Indemnitee intends Indemnified Party shall have the right, but not the obligation to apply or has applied undertake the amount of the Buyer Losses (as defined in Section 5.1 herein) incurred by such Buyer Indemnitee as a result of such event toward reduction of the applicable Deductible Amount. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detaildefense of, and shall indicate to compromise or settle (exercising reasonable business judgment), the amountclaim or other matter on behalf, if knownfor the account, or an estimate, if possibleand at the risk, of the Buyer Losses Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party may not settle or compromise any claim over the Company Lossesobjection of the Indemnified Party; provided, as the case may behowever, that have been consent to settlement or may compromise shall not unreasonably be incurred or suffered by withheld. Nothing contained in this paragraph 16 shall limit the Buyer Indemnitee(s) or Indemnified Party's right to participate, at its own expense, in the Company's Indemnitee(s), as the case may bedefense of such asserted liability. 18.