Direct Claim. Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) Business Days after the Indemnitee becomes aware of such Direct Claim; provided that the omission so to notify the Indemnifying Party in a timely manner shall not relieve it from any liability which it may have to the Indemnitee to the extent it is not materially prejudiced as a result thereof. The Indemnifying Party will have a period of thirty (30) days from the date of notice within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30) day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (GMX Resources Inc)
Direct Claim. Any Direct Claim (as defined in Section 12.17) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) Business Days 20 calendar days after the Indemnitee becomes aware of such Direct Claim; provided that Claim (but the omission so to notify obligations of the Indemnifying Party in a timely manner and the rights of the Indemnitee shall not relieve it from any liability which it may have be affected by the failure to the Indemnitee give such notice, except and only to the extent it is not materially prejudiced that, as a result thereofof such failure, the Indemnifying Party is substantially disadvantaged). The Indemnifying Party will have a period of thirty (30) 30 calendar days from the date of notice within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30) -day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Universal Compression Inc), Merger Agreement (Universal Compression Inc)
Direct Claim. Any Direct Claim will be asserted by giving the ------------ Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) Business Days 20 calendar days after the Indemnitee becomes aware of such Direct Claim; provided that Claim (but the omission so to notify obligations of the Indemnifying Party in a timely manner and the rights of the Indemnitee shall not relieve it from any liability which it may have be affected by the failure to the Indemnitee give such notice, except and only to the extent it is not materially prejudiced that, as a result thereofof such failure, the Indemnifying Party is substantially disadvantaged). The Indemnifying Party will have a period of thirty (30) 30 calendar days from the date of notice within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty (30) -day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Pacific Gas & Electric Co)
Direct Claim. Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) Business Days after the Indemnitee becomes aware of such Direct Claim; provided that the omission so to notify the Indemnifying Party in a timely manner shall not relieve it from any liability which it may have to the Indemnitee to the extent it is not materially prejudiced as a result thereof. The Indemnifying Party will have a period of thirty ninety (3090) days from the date of notice within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such thirty ninety (3090) day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Knight Inc.)