Common use of Procedure for Claims between Parties Clause in Contracts

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Boyd Gaming Corp), Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.), Membership Interest Purchase Agreement (OCM HoldCo, LLC)

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Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. X. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Casino & Entertainment Properties LLC), Asset Purchase Agreement (Manchester Mall Inc), Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)

Procedure for Claims between Parties. If a claim for Damages Losses is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing in reasonable detail the claim and, to the extent then ascertainableif determinable, the total monetary damages sought (each, a “Notice”) to the indemnifying other party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages Losses for which indemnification may be sought under this Article XIIX. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc), Option Agreement (Isle of Capri Casinos Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Purchaser Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI11. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Penn National Gaming Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Purchaser Indemnified Party or Seller Parent Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XIXII. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Boyd Gaming Corp), Membership Interest Purchase Agreement (Penn National Gaming Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Purchaser Indemnified Party or Penn/Seller Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI11. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 2 contracts

Samples: Purchase Agreement (Boyd Gaming Corp), Purchase Agreement (Penn National Gaming Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XIArticle. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts, Inc.)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer GLP Indemnified Party or Seller Xxxx Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XIVI. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boyd Gaming Corp)

Procedure for Claims between Parties. If a claim for Damages Losses is to be made by a Buyer Indemnified Party or Seller Parent Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing in reasonable detail the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages Losses for which indemnification may be sought under this Article XIARTICLE IX. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Securities Purchase Agreement (Isle of Capri Casinos Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) and to all the other parties hereto as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harrahs Entertainment Inc)

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Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, circumstance, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. ARTICLE X. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually materially prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn National Gaming Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Purchaser Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim in reasonable detail and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI9. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Purchase Agreement (Penn National Gaming Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party" and collectively, the "Indemnified Parties") entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a "Notice") to the indemnifying party hereunder (the "Indemnifying Party" and collectively, the "Indemnifying Parties") and to all the other parties hereto as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Caesars Entertainment Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing in reasonable detail the claim and, to and the extent then ascertainable, the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. X. Any failure to timely submit any such notice of claim Notice to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to and the extent then ascertainable, the total monetary damages Damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XIIX. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Isle of Capri Casinos Inc)

Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and, to the extent then ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article XI. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.. Section 11.04

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

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