Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 16 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement (Midori Group Inc.), Securities Exchange Agreement
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 5 contracts
Samples: Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)
Notice of Claim. A In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to become aware of any claim, proceeding or other matter (a “Claim”) in respect of which the other party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 3 contracts
Samples: Escrow Agreement, Escrow Agreement (Vecima Networks Inc.), Asset Purchase Agreement (Concurrent Computer Corp/De)
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, Party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.1, 8.02 and 8.03 9.2, 9.3, 9.4 or 9.5 (a “Claim”, which term shall may include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 3 contracts
Samples: Qualifying Transaction Agreement (Mogul Energy International, Inc.), Qualifying Transaction Agreement (Mogul Energy International, Inc.), Qualifying Transaction Agreement (Mogul Energy International, Inc.)
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.01, 8.02 9.02 and 8.03 9.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Exchange Agreement, Share Exchange Agreement
Notice of Claim. A In the event that a party entitled (the "Indemnified Party") shall become aware of any claim, proceeding or other matter (a "Claim") in respect of which the other party (the "Indemnifying Party") agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc), Asset Purchase Agreement (Ems Technologies Inc), Agreement (International Menu Solutions Corp)
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 3 contracts
Samples: Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)
Notice of Claim. A (a) In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable reasonably particularity (to the extent that the information is in available):) the factual basis for the Claim and the amount of the Claim, if known; and
Appears in 2 contracts
Samples: Securities Exchange Agreement (Pan American Lithium Corp), Securities Exchange Agreement (Pan American Lithium Corp)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and or 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with in reasonable particularity detail (to the extent that the information is available):
Appears in 2 contracts
Samples: Securities Exchange Agreement, Securities Exchange Agreement
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.01, 8.02 and 8.03 9.02, or 9.03 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):
Appears in 2 contracts
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “"Indemnified Party”") shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a “"Claim”", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 2 contracts
Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.), Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)
Notice of Claim. A (a) In the event that a party entitled (the "Indemnified Party") shall become aware of any Proceeding or other matter (a "Claim") in respect of which another party (the "Indemnifying Party") agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (particularity, to the extent that the information is available):, the factual basis for the Claim and the amount of the Claim.
Appears in 2 contracts
Samples: Zone Purchase Agreement (Harry Winston Diamond Corp), Escrow Agreement (Harry Winston Diamond Corp)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.01, 8.02 9.02 and 8.03 9.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 2 contracts
Notice of Claim. (1) A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 8.3 or 8.4 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A In the event that a party entitled (the "Indemnified Party") shall become aware of any claim, proceeding or other matter (a "Claim") in respect of which another party (the "Indemnifying Party") agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):) the factual basis for the Claim and the amount of the Claim, if known.
Appears in 1 contract
Samples: Share Purchase Agreement (International Menu Solutions Corp)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, Party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 19(a) or 19(b) (a “Claim”, which term shall may include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Option Agreement
Notice of Claim. (1) A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 9.3 or 9.4 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A In the event that the Company or the Investor, as applicable, (each an "Indemnified Party") shall assert a Direct Claim or become aware of any Third Party Claim in respect of which another party entitled (the "Indemnifying Party") has agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim asserted by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (particularity, to the extent that the information is available)::
Appears in 1 contract
Samples: Agreement (Alderon Iron Ore Corp.)
Notice of Claim. A In the event that a party entitled (the "Indemnified Party") shall become aware of any claim, proceeding or other matter (a "Claim") in respect of which another party or parties (the "Indemnifying Party") agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):) the factual basis for the Claim and the amount of the Claim, if known.
Appears in 1 contract
Samples: Share Purchase Agreement (International Menu Solutions Corp)
Notice of Claim. (a) A party Party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a “Claim”) under this Agreement (the “Indemnified Party”) shall promptly give written notice notification to the party or parties, as applicable, responsible for indemnifying the Indemnified other Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a “Notice of Claim”) as soon as is reasonably practicable upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 10.5. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall shall, also specify with reasonable particularity (particularity, to the extent that the information is available):available and not privileged, the factual basis for the Claim and the amount of the Claim.
Appears in 1 contract
Notice of Claim. A party entitled to If a Party or any of its Affiliates or any of the respective Representatives of such Party and seeking indemnification pursuant to the terms of this Agreement its Affiliates (collectively, the “Indemnified Party”) shall promptly give written notice to becomes aware of any Claim, Legal Proceeding or other matter in respect of which the party or parties, as applicable, responsible for indemnifying the Indemnified other Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Asset Purchase Agreement (Waste2Energy Holdings, Inc.)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.03 or 7.04 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Purchase Agreement
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.03 or 7.04 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Purchase Agreement
Notice of Claim. (a) A party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a "Claim") under this Agreement (the “"Indemnified Party”") shall promptly give written notice notification to the other party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a “"Notice of Claim”") promptly upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 7.10. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person Person (other than a party to this Agreement) against the Indemnified Party (a “Third "Third-Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (particularity, to the extent that the information is available):, the factual basis for the Claim and the amount of the Claim.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Solitario Exploration & Royalty Corp.)
Notice of Claim. A party If a Party entitled to and seeking indemnification pursuant to be indemnified under the terms foregoing provisions of this Agreement Article 7 (the an “Indemnified Party”) wishes to make a Claim for indemnification hereunder against Purchaser, on the one hand, or Vendor, on the other hand (herein called the “Indemnifying Party”), the Indemnified Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying Indemnifying Party of the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against originates with the Indemnified Party (a “Direct Claim”) or with a third party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “"Indemnified Party”") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “"Claim”", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “"Indemnified Party”") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.019.01, 8.02 9.02 and 8.03 9.03 (a “"Claim”", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Exchange Agreement (Algernon Pharmaceuticals Inc.)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.02, or 8.03 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Exchange Agreement
Notice of Claim. (a) A party Party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a “Claim”) under this Agreement (the “Indemnified Party”) shall promptly give written notice notification to the party or parties, as applicable, responsible for indemnifying the Indemnified other Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a “Notice of Claim”) promptly upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 10.8. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (particularity, to the extent that the information is available):, the factual basis for the Claim and the amount of the Claim.
Appears in 1 contract
Samples: Share Purchase Agreement (Golden Star Resources Ltd.)
Notice of Claim. A In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity detail (to the extent that the information is available):) the factual basis for the Claim and the amount of the Claim, if known.
Appears in 1 contract
Samples: Securities Purchase Agreement (International Gold Corp.)
Notice of Claim. A 32.1 In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable reasonably particularity (to the extent that the information is in available):) the factual basis for the Claim and the amount of the Claim, if known.
Appears in 1 contract
Notice of Claim. A If a party entitled to and seeking indemnification hereunder (an "Indemnified Party") becomes aware of a claim or Legal Proceeding in respect of which indemnification is provided for pursuant to either of Section 10.1 or 10.2, as the terms of this Agreement (case may be, the “Indemnified Party”) Party shall promptly give written notice of the claim or Legal Proceeding to the party or parties, as applicable, responsible for indemnifying obligated to indemnify the Indemnified Party (the “"Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim"). Such notice shall specify whether the Claim claim or Legal Proceeding arises as a result of a claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Securities Purchase Agreement (Unity First Acquisition Corp)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.0115.1, 8.02 15.2 and 8.03 15.3 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Exchange Agreement
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.015.01, 8.02 and 8.03 5.02, or 5.03 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Purchase Agreement
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “"Indemnified Party”") shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a “"Claim”", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified PartyIndemnitee”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party indemnified party (the “Indemnifying PartyIndemnitor”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim)Section 8.1 or Section 8.2 hereof. Such notice shall specify whether the Claim arises as a result of a claim by a person other than a Party hereto against the Indemnified Party Indemnitee (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Asset Purchase Agreement (Core Molding Technologies Inc)
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 8.1 or 8.2 (a an “Indemnification Claim”, which term shall include more than one Indemnification Claim). Such notice shall specify whether the Indemnification Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Indemnification Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A party entitled to and seeking indemnification pursuant to In the terms of this Agreement event that the Company or the Investor, as applicable, (the each an “Indemnified Party”) shall promptly give written notice to the assert a Direct Claim or become aware of any Third Party Claim in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification has agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim asserted by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (particularity, to the extent that the information is available)::
Appears in 1 contract
Samples: Subscription Agreement (Hebei Iron & Steel Group Co., Ltd.)
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.01 and 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. (a) A party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a "Claim") under this Agreement (the “"Indemnified Party”") shall promptly give written notice notification to the other party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a “"Notice of Claim”") promptly upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 9.8. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):), the factual basis for the Claim and the amount of the Claim.
Appears in 1 contract
Samples: Contribution Agreement
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 6.1 or 6.2 (a an “Indemnification Claim”, which term shall include more than one Indemnification Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Indemnification Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.017.01, 8.02 7.02 and 8.03 7.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Share Exchange Agreement
Notice of Claim. A (a) In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is in available):) the factual basis for the Claim and the amount of the Claim, if known.
Appears in 1 contract
Samples: Share Exchange Agreement
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Indemnified Party”) of any claim for indemnification pursuant to Sections 8.01Section 6.1, 8.02 and 8.03 6.2 or 6.3 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 6.1 or 6.2 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.0112.1, 8.02 12.2 and 8.03 12.3 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Securities Exchange Agreement
Notice of Claim. A party entitled to and seeking indemnification pursuant to (a) In the terms of this Agreement event that a Party (the “Indemnified Party”) shall promptly give written notice to the party become aware of any claim, proceeding or parties, as applicable, responsible for indemnifying the Indemnified other matter (a “Claim”) in respect of which another Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable reasonably particularity (to the extent that the information is in available):) the factual basis for the Claim and the amount of the Claim, if known.
Appears in 1 contract
Samples: Master Agreement
Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “"Indemnified Party”") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “"Indemnifying Party”") of any claim for indemnification pursuant to Sections 8.0111.1, 8.02 11.2 and 8.03 11.3 (a “"Claim”", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “"Third Party Claim”") or whether the Claim does not so arise (a “"Direct Claim”"), and shall also specify with reasonable particularity (to the extent that the information is available):
Appears in 1 contract
Samples: Securities Exchange Agreement (Liquid Media Group Ltd.)