Common use of Procedures for Indemnification - Other Claims Clause in Contracts

Procedures for Indemnification - Other Claims. A claim for indemnification relating to a breach of a warranty or representation for any matter not involving a Third-Party Claim must be asserted by notice to the Indemnifying Party by the Indemnified Party on or before the expiration of the Survival Period. The Indemnifying Party will have the obligation to eliminate or mitigate its indemnification obligation under this Agreement by affecting a cure of any breach of this Agreement not related to any Third-Party Claim (including any document, certificate, instrument or agreement to be executed and/or delivered under this Agreement), if susceptible of cure, within thirty (30) days after any such notice. The Indemnifying Party will pay any uncured indemnification claim and any claim that is not capable of cure that is undisputed promptly after such notice and failure to cure. The Indemnifying Party will promptly pay any other indemnification claim upon resolution by an agreement with the Indemnified Party or upon a final, non-appealable order of a court of competent jurisdiction. All claims for indemnification as to a breach of a representation or warranty will survive as to any claim or demand made on or before the expiration of the Survival Period until such claim or demand is fully paid or otherwise resolved by the parties hereto in writing or by a court of competent jurisdiction.

Appears in 6 contracts

Samples: Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.)

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