Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article VIII, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such claim. The Indemnitor shall then have thirty (30) days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee before or after the date of any assumption of the defense by Indemnitor. The Indemnitor shall in no way be liable to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claim.
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an Indemnitor under this Article 8, the Indemnified Party shall notify the Indemnitor in writing of such claim (the "Claims Notice"). The Claims Notice shall describe the asserted liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party. Failure by the Indemnified Party to give a Claims Notice to the Indemnitor in accordance with the provisions of this Section 8.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor has been actually prejudiced by such failure.
Notice to the Indemnitor. Within a reasonable period after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under this Agreement, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim in a timely manner and, with respect to claims by third parties, advise the Indemnitor whether the Indemnified Party intends to contest same; provided, however, that an Indemnified Party's failure to give timely notice to an Indemnitor shall not constitute a defense (in whole or in part) to any claim for indemnification by such Indemnified Party unless, and only to the extent that, such failure results in prejudice to the Indemnitor.
Notice to the Indemnitor. As soon as reasonably practicable after a Person entitled to indemnification hereunder (an “Indemnitee”) has actual knowledge of any claim that it has under this Article X that could reasonably be expected to result in an indemnifiable Loss (a “Claim”), and in any event within thirty (30) days of any third party Claim being presented in writing to the Indemnitee by the party making the Claim, the Indemnitee shall give written notice thereof (a “Claims Notice”) to the party responsible for the indemnification (the “Indemnitor”). A Claims Notice must describe the Claim in reasonable detail, and indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Indemnitee. Notwithstanding the foregoing, no delay in or failure to give a Claims Notice pursuant to this Section 10.4(a) will adversely affect any of the other rights or remedies that the Indemnitee has under this Agreement, or alter or relieve an Indemnitor of its obligation to indemnify the applicable Indemnitee, except to the extent that such delay or failure results in the forfeiture by the Indemnitor of rights or defenses otherwise available to the Indemnitor with respect to such Claim or otherwise materially adversely prejudices the Indemnitor. The Indemnitor shall respond to the Indemnitee (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received (or deemed received) by the Indemnitor. Any Claim Response must specify whether or not the Indemnitor disputes the Claim described in the Claims Notice. If the Indemnitor fails to deliver a Claim Response within the Response Period, the Indemnitor will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnitor elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice will be conclusively deemed to be an obligation of the relevant Indemnitor, and the relevant Indemnitor shall satisfy such obligation within ten (10) Business Days after the last day of the applicable Response Period the amount specified in the Claims Notice. If the Indemnitor delivers a Claim Response within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, representatives of the Surviving Entity and Roomlinx shall promptly meet and ne...
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party ("Indemnitor") under this Article 12, an indemnified party ("Indemnitee") shall notify the Indemnitor in writing of such claim, which notice shall include a description of the nature of the claim, and with respect to claims by third parties, advise the Indemnitor whether the Indemnitee intends to contest same.
Notice to the Indemnitor. Within a reasonable period after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under this Section 16, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim and, with respect to claims by third parties, advise the Indemnitor whether the Indemnified Party intends to contest same.
Notice to the Indemnitor. (a) Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article IX, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such Claim; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor will relieve the Indemnitor from any obligation under this Article IX, except to the extent such delay actually prejudices the Indemnitor.
(b) The Indemnitor will be entitled to participate in the defense of any third party claim that is the subject of a notice given by the Indemnitee pursuant to Section 9.04(a). In addition, the Indemnitor will have the right, but not the obligation, to assume the defense of the Indemnitee against the third party claim with counsel of its choice reasonably satisfactory to the Indemnitee so long as (i) the Indemnitor gives written notice to the Indemnitee within thirty (30) days after the Indemnitee has given notice of the third party claim that the Indemnitor will indemnify the Indemnitee from and against the entirety of any and all losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the third party claim, (ii) the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have adequate financial resources to defend against the third party claim and fulfill its indemnification obligations hereunder, (iii) the third party claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitee, (iv) the Indemnitee has not been advised by counsel that an actual or potential conflict exists between the Indemnitee and the Indemnitor in connection with the defense of the third party claim, (v) the third party claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, (vi) settlement of, an adverse judgment with respect to or the Indemnitor’s conduct of the defense of the third party claim is not, in good faith judgment of the Indemnitee, likely to be materially adverse to the Indemnitee’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (vii) the Indemnitor conducts the defense of the third party claim actively and ...
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article IX, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such Claim. The failure to provide the notice contemplated herein will not relieve the Indemnitor of its indemnity obligation hereunder, except and only to the extent that it was prejudiced thereby.
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under Section 10.2, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim (other than any claims with respect to Section 10.2(ii) of which the Seller is already aware) and shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action and the basis on which indemnification is sought pursuant to this Agreement.
Notice to the Indemnitor. Promptly after the assertion of any claim by a third-party or occurrence of any event which may give rise to a claim for indemnification from a party obligated to provide indemnification under this Article XII (an "Indemnitor"), the party entitled to indemnification under this Article XII (the "Indemnified Party") shall notify the Indemnitor in writing of such claim and advise the Indemnitor of the estimated claim and whether the Indemnified Party intends to contest the same (the "Indemnification Notice"), but the failure to give or delay in giving such notice shall not affect the obligations of the Indemnitor hereunder except to the extent the Indemnitor has been actually prejudiced thereby.
