Common use of Notice of Indemnity Claim Clause in Contracts

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Waste Connections Inc/De), Stock Purchase Agreement (Waste Connections Inc/De), Stock Purchase Agreement (Waste Connections Inc/De)

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Notice of Indemnity Claim. (a) In the event that If any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunderIndemnified Party receives notice of a Third Party Claim, the WCI Indemnitee Indemnified Party shall notify the Shareholders (as applicable collectively, Party required by the "INDEMNIFYING PARTY") terms of this Agreement to indemnify the Indemnified Parties in writing thereof (the "CLAIMS NOTICE"“Claims Notice”) within 60 ten (10) days after (i) receipt of written notice of commencement of any third party litigation against such WCI IndemniteeIndemnified Party, (ii) receipt by such WCI Indemnitee Indemnified Party of written notice of any third party claim Third Party Claim pursuant to an invoice, notice of claim or assessment, against such WCI IndemniteeIndemnified Party, or (iii) such WCI Indemnitee Indemnified Party becomes aware of the existence of any other event event, in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant)Party. The Claims Notice shall describe the Third Party Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, amount if known, or an estimate, if possible, of Buyer’s or Seller’s Losses, as the losses case may be that have has been or may be incurred or suffered by Buyer or Seller, as the WCI Indemniteecase may be.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify Seller and the Shareholders (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Seller (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI or Shareholder Indemnitee (as applicable, an "Indemnitee") as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Shareholder (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 20 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Shareholder (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify Seller and the Shareholders (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTY") Company in writing thereof (the "CLAIMS NOTICE") within 60 days after of (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, within 10 days after receipt of such written notice, or (ii) receipt by such WCI Indemnitee of written notice of any other third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) within 30 days after receipt of such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant)written notice. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee. The failure to timely notify the Company in accordance with this section 10.2(a) shall not relieve the Company from the obligation to indemnify hereunder, except to the extent that the Company establishes by competent evidence that it has been prejudiced thereby.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (Huntway Partners L P)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee or Shareholder Indemnitee as to which such WCI Indemnitee or Shareholder Indemnitee (an "INDEMNITEE") may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders or WCI (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Seller and the Shareholder (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such WCI Indemnitee (an "INDEMNITEE") may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Owner (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee. The failure to timely deliver a Claims Notice or otherwise notify the Indemnifying Party of the commencement of such actions in accordance with this Section 10.3 shall not relieve the Indemnifying Party from the obligation to indemnify hereunder except to the extent that the Indemnifying Party establishes by competent evidence that it has been prejudiced thereby.

Appears in 1 contract

Samples: Acquisition Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a1) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders (as applicable collectively, other party ( the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 sixty (60) days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee Indenmnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Homenet Corp)

Notice of Indemnity Claim. (aA) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI Indemnitee party hereto as to which such Indemnitee party may be entitled to indemnification indemnifi- cation hereunder, such party (the WCI Indemnitee "Indemnitee") shall notify the Shareholders party required by the terms of this Agreement to indemnify the Indem- xxxxx (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 30 days after (i) receipt of written notice of commencement com- mencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence exis- tence of any other event event, in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant)Party. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detailde- tail, and shall indicate the amount, if known, or an estimate, if possible, of the losses Dynamic Losses or the Company's Losses, as the case may be, that have been or may be incurred or suffered by the WCI IndemniteeDynamic Indemnitee(s) or the Company's Indemnitee(s), as the case may be.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynamic Homes Inc)

Notice of Indemnity Claim. (a) 1. In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI United Indemnitee or Shareholder Indemnitee (an "INDEMNITEE") as to which such Indemnitee may be entitled to indemnification hereunder, the WCI United Indemnitee shall notify the Shareholders or the Shareholder Indemnitee shall notify United, as the case may be, (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 10 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTY") Company in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 days after of (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, within 5 business days after receipt of such written notice, or (ii) receipt by such WCI Indemnitee of written notice of any other third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) within 10 business days after receipt of such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant)written notice. The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee. The failure to timely notify the Company in accordance with this Subsection 6.2(a) shall not relieve the Company from the obligation to indemnify hereunder, except to the extent that the Company establishes by competent evidence that it has been prejudiced thereby.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Sellers (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

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Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI Indemnitee or Shareholder Indemnitee as to which such WCI Indemnitee or Shareholder Indemnitee (an "Indemnitee") may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders or WCI (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.50

Appears in 1 contract

Samples: Agreement and Plan of Merger (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI United Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 10 days after (i) receipt of written notice of commencement of any third party litigation against such WCI United Indemnitee, (ii) receipt by such WCI United Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI United Indemnitee, or (iii) such WCI United Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI United Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee or Shareholder Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders and KCI, or the Shareholder Indemnitee shall notify WCI (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 30 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, assessment against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI such Indemnitee shall notify the Shareholders Sellers (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 sixty (60) days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI United Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI United Indemnitee, (ii) receipt by such WCI United Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI United Indemnitee, or (iii) such WCI United Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI United Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI a United Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 10 days after (i) receipt of written notice of commencement of any third party litigation against such WCI United Indemnitee, (ii) receipt by such WCI United Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI United Indemnitee, or (iii) such WCI United Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI a United Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders Shareholder (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify Seller and the Shareholders Members (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIM") is hereafter asserted against or arises with respect to any WCI Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI Indemnitee shall notify the Shareholders (as applicable collectively, the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of written notice of commencement of any third party litigation against such WCI Indemnitee, (ii) receipt by such WCI Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, assessment against such WCI Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

Notice of Indemnity Claim. (a) In the event that any claim ("CLAIMClaim") is hereafter asserted against or arises with respect to any WCI United Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, the WCI United Indemnitee shall notify the Shareholders other than the ESOP (as applicable collectively, the "INDEMNIFYING PARTYIndemnifying Party") in writing thereof (the "CLAIMS NOTICEClaims Notice") within 60 10 days after (i) receipt of written notice of commencement of any third party litigation against such WCI United Indemnitee, (ii) receipt by such WCI United Indemnitee of written notice of any third party claim pursuant to an invoice, notice of claim or assessment, against such WCI United Indemnitee, or (iii) such WCI United Indemnitee becomes aware of the existence of any other event in respect of which indemnification may be sought from the Indemnifying Party (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant). The Claims Notice shall describe the Claim and the specific facts and circumstances in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the WCI United Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

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