Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, fact or demand which gives rise to, or is reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII (an “Indemnified Party”) shall give written notice of such claim or demand (“Notice of Claim”) to the party from which indemnification is sought (an “Indemnifying Party”), setting forth the amount of the claim, if known. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Loss for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Smurfit Stone Container Corp)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, fact or demand which gives rise to, or is could reasonably be expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII IX (an “"Indemnified Party”") shall give written notice of such claim or demand (“"Notice of Claim”") to the party from which indemnification is sought (an “"Indemnifying Party”"), setting forth the amount of the claim, if known. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party’s 's ability to defend against, settle or satisfy any Loss Damage for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, fact statement of facts or demand which gives has given rise to, or is could reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII X (an “"Indemnified Party”") shall give written notice of such claim or demand (“"Notice of Claim”") to the party from which indemnification is sought (an “"Indemnifying Party”"), setting forth the amount of the claim, if known. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially and adversely affected the Indemnifying Party’s 's ability to defend against, settle or satisfy any Loss liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Sources: Organizational Agreement (Telehub Communications Corp)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, fact statements of facts or demand which gives has given rise to, or is could reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII (an “Indemnified Party”) shall give written notice of such claim or demand (“Notice of Claim”) to the party from which indemnification is sought (an “Indemnifying Party”), setting forth the amount of the claim, if known. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify indemnify, defend and hold the Indemnified Party harmless, harmless except to the extent that such failure or delay shall have materially adversely affected actually prejudices the Indemnifying Party’s ability to defend against, settle or satisfy any Loss for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, fact statements of facts or demand which gives has given rise to, or is could reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XII XIV (an “Indemnified Party”) shall give written notice of such claim or demand (“Notice of Claim”) to the party from which indemnification is sought (an “Indemnifying Party”’), setting forth the amount of the claim, if known. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Loss liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract
Sources: Purchase Agreement (Great Lakes Dredge & Dock CORP)
Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, fact or demand which gives rise to, or is reasonably expected to give rise to, a claim for indemnification hereunder, any party Party seeking indemnification under this Article XII X (an “Indemnified Party”) shall give written notice of such claim or demand (“Notice of Claim”) to the party Party from which indemnification is sought (an “Indemnifying Party”), setting forth the amount of the claim, if known. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify indemnify, defend and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party’s ability to defend against, settle settle, mitigate or satisfy any Loss for which the Indemnified Party is entitled to indemnification hereunder.
Appears in 1 contract