Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII (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”), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Great Lakes Dredge & Dock CORP)

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Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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"), with a copy if applicable, prior to the guarantors expiration of this Agreementthe survival period set forth in Section 12.05, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s 's ability to defend against, settle or satisfy any liability, damage, loss, claim or demand Adverse Consequence for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Majestic Star Casino LLC)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could is reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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”), with a copy to the guarantors of this Agreement, 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 liability, damage, loss, claim or demand Loss for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smurfit Stone Container Corp)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunderhereunder (including in the case of a claim pursuant to Section 12.01 or 12.02 any claim which is not payable due to the limitations set forth in Section 12.03(b) hereof), any party Party seeking indemnification under this Article XIII XII (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”), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 Subject to Section 12.03(a), 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 adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim damage or demand expense for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could is reasonably expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII Sections 10.3 or 10.4, as applicable, (an “Indemnified Party”) shall give written notice of such claim or demand (“Notice of Claim”) to the party or parties from which indemnification is sought (collectively, an “Indemnifying Party”), with a copy to the guarantors of this Agreement, 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 liability, damage, loss, claim or demand Loss for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Resolute Forest Products Inc.)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunderhereunder (including in the case of a claim pursuant to Section 12.01(a) any claim which is not payable due to the limitations set forth in Section 12.02(b) hereof), any party seeking indemnification under this Article XIII 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”), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim damage or demand expense for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dayton Power & Light Co)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII (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”), with a copy to the guarantors guarantor of this Agreement, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Great Lakes Dredge & Dock CORP)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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"), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s 's ability to defend against, settle or satisfy any liability, damage, loss, claim or demand Damage for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Crowley Maritime Corp)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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”), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 adversely affected actually prejudices the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Isle of Capri Casinos Inc)

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Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could is reasonably expected to give rise to, a claim for indemnification hereunder, any party Party seeking indemnification under this Article XIII 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”), with a copy to the guarantors of this Agreement, 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 adversely affected the Indemnifying Party’s ability to defend against, settle settle, mitigate or satisfy any liability, damage, loss, claim or demand Loss for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (MULTI COLOR Corp)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunderhereunder (including in the case of a claim pursuant to Section 12.01 or 12.02 any claim which is not payable due to the limitations set forth in Section 12.03(b) hereof), any party seeking indemnification under this Article XIII 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”), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim damage or demand expense for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dayton Power & Light Co)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts fact or demand which has given gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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"), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION 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 adversely affected the Indemnifying Party’s 's ability to defend against, settle or satisfy any liability, damage, loss, claim or demand Damage for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crowley Maritime Corp)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Great Lakes Dredge & Dock CORP)

Indemnification Notice. Promptly upon obtaining knowledge of any claim, event, statements statement of facts or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, any party seeking indemnification under this Article XIII 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"), with a copy to the guarantors of this Agreement, setting forth the amount of the claim. 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 liability, damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder.

Appears in 1 contract

Samples: Organizational Agreement (Telehub Communications Corp)

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