Common use of NOTICE OF OTHER CLAIMS Clause in Contracts

NOTICE OF OTHER CLAIMS. In the event any Indemnified Party should incur any Claim that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such Claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the Claim described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the Claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of the actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Provant Inc), Agreement and Plan of Merger (Provant Inc), Agreement and Plan of Merger (Provant Inc)

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NOTICE OF OTHER CLAIMS. In the event any Indemnified Party should incur any Claim that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such Claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not 49 50 dispute the Claim described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the Claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of the actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provant Inc)

NOTICE OF OTHER CLAIMS. In the event If any Indemnified Party should incur incurs any Claim Damages ---------------------- that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such Claim Damages with 62 reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the Claim Damages described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the Claim Damages described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 910, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of the actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder.

Appears in 1 contract

Samples: Reorganization Agreement (Litronic Inc)

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NOTICE OF OTHER CLAIMS. In the event any Indemnified Party should incur any Claim that does not involve a Third Party Claim, the Indemnified Party shall deliver a notice of such Claim with reasonable promptness to the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the Claim described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the Claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of the actual damages caused by such failure, which amount shall be an 49 50 offset against the amount of Damages for which the Indemnifying Party is liable hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provant Inc)

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