Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 (the "Indemnified Person") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 days after receipt of written notice by the Indemnified Person thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Universal Compression Inc), Stock and Asset Purchase Agreement (Piccadilly Cafeterias Inc), Stock Purchase Agreement (Universal Compression Holdings Inc)

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Notice and Defense of Claims. (a) A Any Person seeking indemnification under this Section 8 7 (the "Indemnified Person") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 days after receipt of written notice by the Indemnified Person thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 2 contracts

Samples: Asset Contribution Agreement (SCP Pool Corp), Asset Exchange Agreement (SCP Pool Corp)

Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 (the "Indemnified Person") shall give prompt written notice Notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice Notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice Notice within a reasonable time after but in no event later than thirty (30) days from receipt by the Indemnified Person has actual notice of such claimNotice of any Indemnity Claim and, and in the event that a suit or other proceeding is commenced, within 20 thirty (30) days after receipt of written notice Notice thereof by the Indemnified Person thereofPerson. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice Notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the such failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: FSC Agreement (McMoran Exploration Co /De/)

Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 (the "Indemnified Person") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 five (5) business days after receipt of written notice by the Indemnified Person thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chembio Diagnostics, Inc.)

Notice and Defense of Claims. (a) A Person person seeking indemnification under this Section 8 Article 5 (the "Indemnified PersonINDEMNIFIED PERSON") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying PersonINDEMNIFYING PERSON"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity ClaimINDEMNITY CLAIM"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 days after receipt of written notice by the Indemnified Person of written notice thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: Agreement (Peninsula Gaming Corp)

Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 Article IX (the "Indemnified Person") shall give prompt written notice Notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice Notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third partyPerson not a party to this Agreement, the Indemnified Person shall give such notice Notice within a reasonable time after but in no event later than fifteen (15) days from receipt by the Indemnified Person has actual notice of such claimNotice of any Indemnity Claim and, and in the event that a suit or other proceeding is commenced, within 20 fifteen (15) days after receipt of written notice thereof by the Indemnified Person thereofPerson. Notwithstanding anything in this paragraph Section 9.2(a) to the contrary, the failure of an Indemnified Person to give timely notice Notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the such failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: Purchase and Sale Agreement (McMoran Exploration Co /De/)

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Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 6 (the "Indemnified Person") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 10 days after receipt of written notice by the Indemnified Person thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bnccorp Inc)

Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 7 (the "Indemnified Person") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 days after receipt of written notice by the Indemnified Person thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (SCP Pool Corp)

Notice and Defense of Claims. (a) A Person seeking indemnification under this Section 8 5 (the "Indemnified Person") shall give prompt written notice to the indemnifying person or persons, or successors thereto (the "Indemnifying Person"), of any matter with respect to which the Indemnified Person seeks to be indemnified (the "Indemnity Claim"). Such notice shall state the nature of the Indemnity Claim and, if known, the amount of the Loss. If the Indemnity Claim arises from a claim of a third party, the Indemnified Person shall give such notice within a reasonable time after the Indemnified Person has actual notice of such claim, and in the event that a suit or other proceeding is commenced, within 20 10 days after receipt of written notice by the Indemnified Person thereof. Notwithstanding anything in this paragraph to the contrary, the failure of an Indemnified Person to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has impaired materially the ability of the Indemnifying Person to defend the Indemnity Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (SCP Pool Corp)

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