Common use of Procedure for Claims between Parties Clause in Contracts

Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), 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 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 reasonably 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 XII. 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: Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp), Equity Interest Purchase Agreement (Penn National Gaming Inc)

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Procedure for Claims between Parties. Except with respect to Taxes that which are governed by Section 12.2(d11.2(d), 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 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 reasonably 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 XIIArticle 11. 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: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)

Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), if 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 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 reasonably 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 XIIArticle VIII. Any failure to submit any such notice of claim Notice to the Indemnifying Party shall not relieve any Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure.

Appears in 2 contracts

Samples: Interest Purchase Agreement, Interest Purchase Agreement (Eldorado Resorts, Inc.)

Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), if 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 in reasonable detail and, to the extent then reasonably ascertainable, after reasonable inquiry, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as reasonably 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 XIIArticle VII. 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: Interest Purchase Agreement (Red Rock Resorts, Inc.)

Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), if 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 the extent then ascertainable, the monetary damages sought (each, a an Indemnification Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as reasonably 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 XII11. Any failure to submit any such notice of claim Indemnification Notice 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 and Sale Agreement (Eldorado Resorts, Inc.)

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Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), if 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 in reasonable detail and, to the extent then reasonably ascertainable, the monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as reasonably 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 XIIVIII. 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: Interest Purchase Agreement (Station Casinos LLC)

Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), if 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 hereunderpursuant to Section 9.2, such party Indemnified Party shall give written notice briefly describing the claim and, to in reasonable detail and the extent then ascertainable, the total monetary damages Damages sought (each, a “Notice”) to the indemnifying party hereunder pursuant to Section 9.2 (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as reasonably 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 XIIArticle IX. Any failure to 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: Stock Purchase Agreement (Isle of Capri Casinos Inc)

Procedure for Claims between Parties. Except with respect to Taxes that are governed by Section 12.2(d), if 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 hereunderpursuant to Section 9.2, such party shall give written notice briefly describing the claim and, to in reasonable detail and the extent then ascertainable, the total monetary damages Damages sought (each, a “Notice”) to the indemnifying party hereunder pursuant to Section 9.2 (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as reasonably 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 XIIArticle IX. Any failure to 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: Equity Purchase Agreement (Isle of Capri Casinos Inc)

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