Common use of Notice of Indemnity Claim Clause in Contracts

Notice of Indemnity Claim. If a party intends to assert an Indemnity Claim, it shall provide the other party with written notice of such Indemnity Claim promptly after the facts providing the basis for such Indemnity Claim are known. No Representation Indemnity Claim may be asserted after 18 months from the Closing Date, but any Representation Indemnity Claim made prior to 18 months from the Closing Date shall remain valid and enforceable. Except for statutes of limitation under applicable law, there are no time limits for Covenant Indemnity Claims. An Indemnity Claim notice shall set forth, in detail, the specific character and factual basis for each individual Indemnity Claim asserted therein. At the time the Indemnity Claim is made and thereafter, any party asserting the Indemnity Claim shall provide the other party with copies of any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. If the indemnity Claim involves a claim by a third party, the party against which the Indemnity Claim is asserted may assume, at its sole expense, the defense of the claim by the third party if such party against which the Indemnity Claim is asserted agrees in writing with respect to such Indemnity Claim that it is obligated hereunder to indemnify and hold the party asserting the Indemnity Claim harmless in accordance with the terms of this Section 11.1. The failure of the party against which the Indemnity Claim is asserted to assume the defense of any such claim shall not affect any indemnification obligation under this Agreement.

Notice of Indemnity Claim. If In the event that any claim ("Claim") is hereafter asserted against or arises with respect to any Purchaser Indemnitee or Seller Indemnitee (each, an "Indemnitee") as to which such Indemnitee may be entitled to indemnification hereunder, the Indemnitee shall notify the party from which indemnification is sought (the "Indemnifying Party") in writing thereof (each, a "Claims Notice") within 60 days after (a) receipt of written notice of commencement of any third party intends litigation against or involving such Indemnitee (a "Third Party Claim"); or (b) receipt by such Indemnitee of written notice of any Third Party Claim pursuant to assert an Indemnity invoice, notice of claim or assessment against such Indemnitee; provided, that the failure to give the Claim Notice with respect to Third Party Claims within such time period shall not affect the indemnification obligation of the Indemnifying Party under this Agreement or otherwise except to the extent that such failure or delay shall have materially affected the ability of the Indemnifying Party to defend such Third Party Claim. 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 Indemnitee. The Indemnifying Party may elect to defend by the Indemnifying Party's own counsel (which counsel shall be subject to the reasonable approval of the Indemnitee) any Third Party Claim for money damages where the cumulative total of all Claims (including such Claim) does not exceed the limit set forth in the last sentence of Section 11.3 prior to the time the Claim is made; provided, however, the Indemnifying Party may assume and undertake the defense of such a Third Party Claim only upon written agreement by the Indemnifying Party that the Indemnifying Party is obligated to indemnify fully the Indemnitee. The Indemnitee may participate, at the Indemnitee's own expense, in the defense of any Claim assumed by the Indemnifying Party. Without the written approval of the Indemnitee, the Indemnifying Party shall not agree to any compromise of a Claim defended by the Indemnifying Party. If, within 10 days of the Indemnifying Party's receipt of a Claims Notice, the Indemnifying Party shall not have provided the written agreement described in the immediately preceding paragraph and elected to defend the Third Party Claim, it or if in the reasonable judgment of the Indemnitee the Indemnifying Party fails to adequately defend the Third Party Claim, the Indemnitee shall provide have the right to assume control of the defense and/or compromise of such Claim, and the costs and expenses of such defense, including reasonable attorneys' fees, shall be added to the Claim. The Indemnifying Party shall promptly, and in any event within 10 days after demand therefor, reimburse the Indemnitee for the costs of defending the Claim, including attorneys' fees and expenses. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of its or their defense of and compromise efforts with written notice of respect to such Indemnity Claim promptly after the facts providing the basis for such Indemnity Claim are known. No Representation Indemnity Claim may be asserted after 18 months from the Closing Date, but any Representation Indemnity Claim made prior to 18 months from the Closing Date and shall remain valid and enforceable. Except for statutes of limitation under applicable law, there are no time limits for Covenant Indemnity Claims. An Indemnity Claim notice shall set forth, in detail, the specific character and factual basis for each individual Indemnity Claim asserted therein. At the time the Indemnity Claim is made and thereafter, any party asserting the Indemnity Claim shall provide furnish the other party with copies of all relevant pleadings, correspondence and other papers. In addition, the parties shall cooperate with each other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any materials in its possession describing the facts or containing information providing the basis for the Indemnity Claim. If The failure to timely deliver a Claims Notice or otherwise notify the indemnity Claim involves a claim Indemnifying Party of the commencement of such actions in accordance with this Section 11.5 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. In the event both the Indemnitee and the Indemnifying Party are named as defendants in an action or proceeding initiated by a third party, they shall both be represented by the party against which the Indemnity Claim is asserted may assumesame counsel (on whom they shall agree), at its sole expenseunless such counsel, the defense Indemnitee, or the Indemnifying Party shall determine that such counsel may have a conflict of interest in representing both the claim by Indemnitee and the third party if Indemnifying Party in the same action or proceeding and the Indemnitee and the Indemnifying Party do not waive such party against conflict to the satisfaction of such counsel, in which case, the Indemnity Claim is asserted agrees in writing with respect Indemnifying Party shall pay attorneys' fees to such Indemnity Claim that it is obligated hereunder to indemnify and hold the party asserting same extent as provided above for separate counsel for the Indemnity Claim harmless in accordance with the terms of this Section 11.1. The failure of the party against which the Indemnity Claim is asserted to assume the defense of any such claim shall not affect any indemnification obligation under this AgreementIndemnitee.