Common use of NOTICE OF CLAIM; DEFENSE OF ACTION Clause in Contracts

NOTICE OF CLAIM; DEFENSE OF ACTION. (a) An indemnified party shall promptly give the Sellers' Agent notice of any matter which an indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, stating the nature and, if known, the amount of the Losses, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right to indemnification is claimed or arises; provided that the failure of any party to give notice promptly as required in this Section 10.4 shall not relieve any indemnifying party of its indemnification obligations except to the extent that such failure materially prejudices the rights of such indemnifying party. The indemnified party shall give continuing notice promptly thereafter of all developments coming to Sellers' Agent's attention materially affecting any matter relating to any indemnification claims.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc), Stock Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)

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NOTICE OF CLAIM; DEFENSE OF ACTION. (a) An indemnified party shall promptly give the Sellers' Agent indemnifying part(ies) notice of any matter which an indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, stating the nature and, if known, the amount of the Losses, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right to indemnification is claimed or arises; provided that the failure of any party to give notice promptly as required in this Section 10.4 shall not relieve any indemnifying party of its indemnification obligations except to the extent that such failure materially prejudices the rights of such indemnifying party. The indemnified party shall give continuing notice promptly thereafter of all developments coming to Sellers' Agentthe indemnified party's attention materially affecting any matter relating to any indemnification claims.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc), Stock Purchase Agreement (Sinclair Broadcast Group Inc)

NOTICE OF CLAIM; DEFENSE OF ACTION. (a) An indemnified party shall promptly give the Sellers' Agent indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, stating the nature and, if known, the amount of the Losses, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right to indemnification is claimed or arises; provided that the failure of any party to give notice promptly as required in this Section 10.4 shall not relieve any indemnifying party of its indemnification obligations except to the extent that such failure materially prejudices the rights of such indemnifying party. The indemnified party shall give continuing notice to the indemnifying party promptly thereafter of all developments coming to Sellerssuch indemnified part(ies)' Agent's attention materially affecting any matter relating to any indemnification claims.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

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NOTICE OF CLAIM; DEFENSE OF ACTION. (a) An indemnified party shall promptly give the Sellers' Agent indemnifying part(ies) notice of any matter which an indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, stating the nature and, if known, the amount of the LossesLoss, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right to indemnification is claimed or arises; provided that the failure of any party to give notice promptly as required in this Section 10.4 9.4 shall not relieve any indemnifying party of its indemnification obligations except to the extent that such failure materially prejudices the rights of such indemnifying party. The indemnified party shall give continuing notice promptly thereafter of all developments coming to Sellers' Agentthe indemnified party's attention materially affecting any matter relating to any indemnification claims.

Appears in 1 contract

Samples: Agreement and Plan of Merger (STC Broadcasting Inc)

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