Common use of Notice of Loss Clause in Contracts

Notice of Loss. Promptly after receipt by an indemnified party of written notice of the commencement of any action or proceeding involving a Loss referred to in this Article 4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; but the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying party of its obligations under this Article 4 except to the extent that the indemnifying party is materially and actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, (i) the indemnifying party will be entitled to participate in and, unless in the indemnified party’s reasonable judgment a conflict of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subject.

Notice of Loss. Promptly Notwithstanding anything herein contained Buyer and Seller shall not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach which is asserted has been given to the Indemnifying Party (hereafter defined) and, in addition, if such matter arises out of a suit, action, investigation or proceeding, such notice is given promptly after receipt by an indemnified party of written the Indemnified Party (hereafter defined) shall have been given notice of the commencement of any action a suit, action, investigation or proceeding involving a Loss referred proceeding. With respect to Buyer's Losses and claims of employees pursuant to Sections 11.2 and 11.3, hereof, Seller shall be the Indemnifying Party and Buyer shall be the Indemnified Party. With respect to Seller's Losses pursuant to Section 11.4, hereof, Buyer shall be the Indemnifying Party and Seller shall be the Indemnified Party. The Indemnifying Party shall have 30 days from the date the notice is given in this Article 4, such indemnified party will, if a claim in respect thereof is accordance with the notice provisions hereof (the "Notice Period") to be made against an indemnifying party, give written notice notify the Indemnified Party whether it disputes the liability of the Indemnifying Party to the indemnifying party Indemnified Party hereunder with respect to such losses and whether it desires, at the sole cost and expense of the commencement Indemnifying Party, to defend the Indemnified Party against such losses. Notwithstanding the foregoing, any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of such action; but the failure Indemnifying Party (and of any indemnified party which it shall have given notice and opportunity to give notice as provided herein will not relieve the indemnifying party of its obligations under this Article 4 except comment to the extent Indemnifying Party) and that the indemnifying party is materially and actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, (i) the indemnifying party will be entitled to participate in and, unless in the indemnified party’s reasonable judgment a conflict of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, not prejudicial to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subjectIndemnifying Party.

Notice of Loss. Promptly Notwithstanding anything herein contained, -------------- neither BANCFIRST nor XXXXXXX shall have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the claim which is asserted has been given to the Indemnifying Party (hereafter defined) within five (5) days after receipt by an indemnified party the Indemnified Party becomes aware of written such claim and, in addition, if such matter arises out of a suit, action, investigation or proceeding, such notice is given within five (5) days after the Indemnified Party (hereafter defined) shall have been given notice of the commencement of any action a suit, action, investigation or proceeding involving a Loss referred proceeding. With respect to BANCFIRST's Losses pursuant to Section 8.02 hereof, ------------ XXXXXXX shall be the Indemnifying Party and BANCFIRST and/or CENTURY shall be the Indemnified Party. With respect to XXXXXXX Losses pursuant to Section 8.03 ------------ hereof, BANCFIRST shall be the Indemnifying Party and XXXXXXX shall be the Indemnified Party. The Indemnifying Party shall have 20 days from the date the notice is given in accordance with this Article 4, such indemnified party will, if a claim in respect thereof is Section (the "Notice Period") to be made against an indemnifying party, give written notice notify the Indemnified Party whether it disputes the liability of the Indemnifying Party to the indemnifying party Indemnified Party hereunder with respect to such claims and whether it desires, at the sole cost and expense of the commencement Indemnifying Party, to defend the Indemnified Party against such claims. Notwithstanding the foregoing, any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of such action; but the failure Indemnifying Party (and of any indemnified party which it shall have given notice and opportunity to give notice as provided herein will not relieve the indemnifying party of its obligations under this Article 4 except comment to the extent Indemnifying Party) and that the indemnifying party is materially and actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, (i) the indemnifying party will be entitled to participate in and, unless in the indemnified party’s reasonable judgment a conflict of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, not prejudicial to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subjectIndemnifying Party.

Notice of Loss. Promptly after receipt If the Premises shall be damaged by an indemnified party fire or other casualty, the damage to the Base Building shall be repaired by and at the expense of written Landlord promptly following notice by Tenant to Landlord of the commencement damage to the Premises and following Landlord's receipt of any action or proceeding involving a Loss referred to in this Article 4, insurance proceeds and the Rent until such indemnified party will, if a claim in respect thereof is to repairs shall be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; but the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying party of its obligations under this Article 4 except to the extent that the indemnifying party is materially and actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, (i) the indemnifying party will shall be entitled to participate in and, unless reduced in the indemnified party’s reasonable judgment a conflict proportion which the area of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party Premises which is not usable (and is not used) by Tenant as a result of Landlord's failure to complete repairs bears to the total area of the Premises; provided, however, should Tenant reoccupy a portion of the Premises for the conduct of its business prior to the date such repairs are made, the Rent shall be reinstated with respect to such reoccupied portion of the Premises and shall be payable by Tenant from the date of such occupancy. Landlord shall have no obligation to repair any damage to, or otherwise subjects to replace, any of the indemnified party Tenant Improvements including, without limitation, the initial Tenant Improvements, installed pursuant to the Tenant Improvement Agreement, any Alterations made by or on behalf of Tenant or any fixtures, furniture, furnishings, equipment or other property or effects of Tenant, all of which shall be repaired by Tenant at its expense; provided however Landlord may (but shall have no obligation to) repair or restriction replace such items as part of the repair or reconstruction of the base building shell improvements, provided Tenant shall deliver to which it would Landlord insurance proceeds and/or funds of Tenant sufficient to pay for the cost of such repair or reconstruction. Within sixty (60) days after notice to Landlord of damage to the Premises or any part thereof by fire or other casualty, Landlord shall deliver to Tenant an estimate prepared by a reputable contractor selected by Landlord setting forth such contractor's estimate as to the reasonable time required to repair such damage. If the estimated time period exceeds nine (9) months, or if Landlord is actually unable to restore the Premises within such nine (9) month period for reasons other than Tenant Delays or Force Majeure Delays, Tenant may elect to terminate this Lease by notice to Landlord given not otherwise be subjectlater than fifteen (15) days following the delivery of such estimate to Tenant. If Tenant elects to terminate this Lease, the Term of this Lease shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant and Tenant shall vacate the Premises and surrender the same to Landlord and Tenant's obligation to pay rent and additional rent under this Lease shall terminate with respect to the portion of the Term occurring after the effective date of such termination.

Notice of Loss. Promptly after receipt by an indemnified An Indemnified Party claiming indemnification under this Agreement shall promptly (i) notify the party from whom indemnification is sought (the "INDEMNIFYING PARTY") of any third party claim or claims asserted against the Indemnified Party ("THIRD PARTY CLAIM") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice ("CLAIM NOTICE") describing in reasonable detail the nature of the commencement Third Party Claim, a copy of any action or proceeding involving a Loss referred all papers served with respect to in this Article 4that claim (if any), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice estimate of the amount of damages attributable to the indemnifying party Third Party Claim to the extent feasible (which estimate shall not be conclusive of the commencement final amount of such action; but that claim) and the basis for the Indemnified Party's request for indemnification under this Agreement. Notwithstanding the preceding sentence, failure of any indemnified party the Indemnified Party to give notice as provided herein will hereunder shall not relieve release the indemnifying party of Indemnifying Party from its obligations under this Article 4 VIII, except to the extent that the indemnifying party Indemnifying Party is materially and actually prejudiced by such failure to give notice. In case Within fifteen (15) days after receipt of any such action is brought against an indemnified partyClaim Notice (the "ELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party (i) whether the indemnifying party will be entitled to participate in and, unless in the indemnified party’s reasonable judgment a conflict of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at Indemnifying Party disputes its own expense, jointly with any other indemnifying party similarly notified, potential liability to the extent Indemnified Party under this Article VIII with respect to that it may wish, with counsel reasonably satisfactory to the indemnified party, Third Party Claim and (ii) after if the Indemnifying Party does not dispute its assumption potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the defense thereofIndemnifying Party, to defend the indemnifying party will not Indemnified Party against that Third Party Claim. With respect to Buyer's Losses and Environmental Costs, Seller shall be liable the "INDEMNIFYING PARTY" and Buyer and the Company and its respective directors, officers, employees, representatives, agents and attorneys shall be the "INDEMNIFIED PARTIES." With respect to Seller's Losses, Buyer shall be the indemnified party for any legal or other expenses subsequently incurred by "INDEMNIFYING PARTY" and Seller and its directors, officers, employees, representatives, agents and attorneys shall be the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subject"INDEMNIFIED PARTY."

Notice of Loss. Promptly after receipt by an indemnified party (a) Except to the extent set forth in the next sentence and other than pursuant to Sections 2.4 and 9.3 hereof, the Buyer will not have a right to recovery from the Escrowed Funds with respect to a particular matter unless a signed certificate setting forth in reasonable detail the breach or other matter that is asserted and stating the Buyer Loss(es) incurred (a “Claims Notice”) has been given to the Indemnifying Party (as defined below) and, in addition, if such matter arises out of written notice of the commencement of any action a suit, action, investigation, proceeding or proceeding involving a Loss referred to in this Article 4claim, such indemnified party willnotice is given promptly. Notwithstanding the preceding sentence, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; but the failure of any indemnified party the Indemnified Party (as defined below) to give notice as provided herein will hereunder shall not relieve release the indemnifying party of Indemnifying Party from its obligations under this Article 4 IX, except to the extent that the indemnifying party Indemnifying Party is materially and actually prejudiced by such failure to give notice. In case With respect to Buyer Losses, the Shareholder Representative is referred to as the “Indemnifying Party” solely for the purpose of receiving Claims Notices as provided herein and in the Escrow Agreement, exercising its right to defend as provided herein, and shall have no personal liability for Buyer Losses or other liability to the Buyer as a result of acting as the Shareholder Representative, but shall cause the Shareholders to answer to claims made by the Buyer for Buyer Losses. Upon receipt of a Claims Notice, the Shareholder Representative shall promptly submit, but in any event within thirty (30) days after receipt of the Claims Notice (the “Objection Termination Date”) a notice to the Buyer that includes any objection with respect to a Claims Notice. If the Shareholder Representative does not give such action is brought against an indemnified partynotice on or before sooner of the Objection Termination Date or the Indemnification Termination Date, (i) the indemnifying party Claims Notice will be entitled deemed to participate in and, unless in the indemnified party’s reasonable judgment be a conflict final description of interest exists between the indemnified and indemnifying parties in respect of such Loss, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction Buyer Losses to which it would not otherwise be subjectSection 9.1 applies.

Notice of Loss. Promptly after receipt Notwithstanding anything herein contained, an indemnifying party ("INDEMNIFYING PARTY") shall not have any liability under the indemnity provisions of this Agreement with respect to any fact or occurrence known by an any indemnified party ("INDEMNIFIED PARTY") with respect to a particular matter unless a notice setting forth in reasonable detail the breach which is asserted has been given to the Indemnifying Party and, in addition, if such matter arises out of written a suit, action, investigation or proceeding, such notice is given promptly after the Indemnified Party shall have been given notice of the commencement of a suit, action, investigation or proceeding. A failure to give, or delay in giving, any action or proceeding involving a Loss referred such notice hereunder shall not affect the rights of an Indemnified Party to in this Article 4, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; but the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying party of its obligations under this Article 4 indemnification hereunder except to the extent that the indemnifying party Indemnifying Party is materially and actually prejudiced by as a result of such failure to give noticeor delay. In case any such action is brought against an indemnified partySECTIONS 11.9 AND 11.10 HEREOF ARE INTENDED TO INDEMNIFY THE INDEMNIFIED PARTIES AGAINST THE RESULTS OF THEIR OWN NEGLIGENCE. AN INDEMNIFIED PARTY'S FAILURE TO INVESTIGATE, OR A LACK OF DUE DILIGENCE OCCURRING FOR ANY REASON WHATSOEVER, SHALL NOT (I) CONSTITUTE NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT FOR PURPOSES OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THIS SECTION), (iII) the indemnifying party will be entitled to participate in andCONSTITUTE A DEFENSE TO ANY ACTION OR PROCEEDING BROUGHT BY THE INDEMNIFIED PARTY TO ENFORCE HIS OR ITS RIGHTS UNDER THIS ARTICLE 11, unless in the indemnified party’s reasonable judgment a conflict of interest exists between the indemnified and indemnifying parties in respect of such Loss(III) EXCUSE PERFORMANCE BY THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS ARTICLE 11, to assume and control the defense thereof, at its own expense, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, and OR (ii) after its assumption of the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof. No indemnifying party will be liable for any settlement of any such action or proceeding effected without the indemnifying party’s written consent, which will not be unreasonably withheld. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect of such Loss or which requires action on the part of the indemnified party or otherwise subjects the indemnified party to any obligation or restriction to which it would not otherwise be subjectIV)ENTITLE THE INDEMNIFY ING PARTY TO ANY RIGHT OF SET OFF OR COUNTERCLAIM AGAINST AMOUNTS OWED UNDER THIS ARTICLE 11.