Common use of Notice of Claims; Contest of Claims Clause in Contracts

Notice of Claims; Contest of Claims. (a) If any indemnified party believes that it has incurred any Losses, or if any claim or legal proceeding is instituted by a third party with respect to which any indemnified party intends to claim any Losses under this Article 10, the indemnified party shall so notify the indemnifying Party. The notice shall describe the Losses, the amount of the Losses, if known, and the method of computation of the Losses, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which the Losses shall have been incurred; and, in the case of a claim or legal proceeding by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to the claim or legal proceeding. The notice shall be given promptly after the indemnified party becomes aware of each such Loss, claim or legal proceeding, but failure to give such prompt notice shall not affect an indemnifying Party’s obligations hereunder except to the extent (if any) that the indemnifying Party has suffered Losses as a result of such notification failure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Calavo Growers Inc), Agreement and Plan of Merger (Calavo Growers Inc)

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Notice of Claims; Contest of Claims. (a) If any indemnified party believes that it has incurred any Losses, or if any claim or legal proceeding is instituted by a third party with respect to which any indemnified party intends to claim any Losses under this Article 107, the indemnified party shall so notify the indemnifying Partyparty. The notice shall describe the Losses, the amount of the Losses, if known, and the method of computation of the Losses, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which the Losses shall have been incurred; and, in the case of a claim or legal proceeding by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to the claim or legal proceeding. The notice shall be given promptly after the indemnified party becomes aware of each such Loss, claim or legal proceeding, but failure to give such prompt notice shall not affect an indemnifying Party’s party's obligations hereunder except to the extent (if any) that the indemnifying Party party has suffered Losses as a result of such notification failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Calavo Growers Inc)

Notice of Claims; Contest of Claims. (a) If any indemnified party believes that it has incurred any Losses, or if any claim or legal proceeding is instituted by a third party with respect to which any indemnified party intends to claim any Losses under this Article 107, the indemnified party shall so notify the indemnifying Partyparty. The notice shall describe the Losses, the amount of the Losses, if known, and the method of computation of the Losses, all with reasonable particularity and shall contain a reference to the provisions of this Acquisition Agreement in respect of which the Losses shall have been incurred; and, in the case of a claim or legal proceeding by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to the claim or legal proceeding. The notice shall be given promptly after the indemnified party becomes aware of each such Loss, claim claim, or legal proceeding, but failure to give such prompt notice shall not affect an indemnifying Partyparty’s obligations hereunder except to the extent (if any) that the indemnifying Party party has suffered Losses as a result of such notification failure.

Appears in 1 contract

Samples: Acquisition Agreement (Calavo Growers Inc)

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Notice of Claims; Contest of Claims. (a) If any indemnified party believes that it has incurred any Losses, or if any claim or legal proceeding is instituted by a third party with respect to which any indemnified party intends to claim any Losses under this Article 108, the indemnified party shall so notify the indemnifying Partyparty. The notice shall describe the Losses, the amount of the Losses, if known, and the method of computation of the Losses, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which the Losses shall have been incurred; and, in the case of a claim or legal proceeding by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to the claim or legal proceeding. The notice shall be given promptly after the indemnified party becomes aware of each such Loss, claim claim, or legal proceeding, but failure to give such prompt notice shall not affect an indemnifying Partyparty’s obligations hereunder except to the extent (if any) that the indemnifying Party party has suffered Losses as a result of such notification failure.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Calavo Growers Inc)

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