NOTICE OF INDEMNIFICATION CLAIMS. If the Town seeks indemnification pursuant to this Article 13.2, it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. Upon written acknowledgment by the Competitive Supplier that it will assume the defense and indemnification of such claim, the Competitive Supplier may assert any defenses which are or would otherwise be available to the Town.
NOTICE OF INDEMNIFICATION CLAIMS. If the Town seeks indemnification pursuant to this Article, it shall notify Competitive Supplier of the existence of a claim as soon as practicable after learning of such claim, describing with reasonable particularity the circumstances, if known, giving rise to such claim. In that notice, the Town may also request Competitive Supplier to investigate, handle, respond to and defend the Town against any such claim. The Competitive Supplier shall respond to the Town’s notice within ten (10) business days of receipt of such notice with a written communication as to whether it agrees to indemnify (and, if requested by the Town in its notice, to provide a defense to) the Town for such claim. Upon written acknowledgment by the Competitive Supplier that it will assume the defense and indemnification of such claim, the Competitive Supplier may assert any defenses which are or would otherwise be available to the Town.
NOTICE OF INDEMNIFICATION CLAIMS. If the Indemnified Party seeks indemnification pursuant to this Article 13.2, it shall notify Indemnifying Party of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. Upon written acknowledgment by the Indemnifying Party that it will assume the defense and indemnification of such claim, the Indemnifying Party may assert any defenses which are or would otherwise be available to the Indemnified Party.
NOTICE OF INDEMNIFICATION CLAIMS. If the Municipality or Program Manager seeks indemnification pursuant to this Article 14, it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim.
NOTICE OF INDEMNIFICATION CLAIMS. If the City or XXXX receives notice of any claim or circumstances which could give rise to an indemnified loss, the receiving party shall give written notice to the other Party within ten (10) days. The notice must include the following:
NOTICE OF INDEMNIFICATION CLAIMS. If the City seeks indemnification pursuant to this Article, it shall notify Competitive Supplier of the existence of a claim as soon as practicable after learning of such claim, describing with reasonable particularity the circumstances, if known, giving rise to such claim. In that notice, the City may also request Competitive Supplier to investigate, handle, respond to and defend the City against any such claim. The Competitive Supplier shall respond to the City’s notice within ten
NOTICE OF INDEMNIFICATION CLAIMS. If a claim is made against any Indemnitee (as defined in Section 5.03 or 5.04 hereof) and if such Indemnitee believes that such claim, if successful, would give rise to a right of indemnification hereunder against the Indemnifying Party (as defined in Section 5.03 or 5.04 hereof) or if any officer of an Indemnitee (an "executive officer") becomes aware of facts or circumstances establishing that an Indemnitee has experienced or incurred Damages subject to indemnification hereunder, then such Indemnitee shall give written notice to the Indemnifying Party of such claim as soon as reasonably practicable after the Indemnitee has received notice thereof, and in no event more than 60 days after the Indemnitee has obtained actual knowledge thereof (provided that failure to give such notice shall not limit the Indemnifying Party's indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's ability to defend against the claim). The Indemnitee against whom such claim is made shall give the Indemnifying Party an opportunity to defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after notice thereof shall have been given by the Indemnitee against whom such claim is made to the Indemnifying Party shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall elect not to assume the defense of such claim (or if such Indemnifying Party shall be deemed to have waived its right to defend such claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assume the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such clai...
NOTICE OF INDEMNIFICATION CLAIMS. Buyer shall provide a copy of -------------------------------- any Indemnification Notice to the Stockholders' Representative concurrently with the delivery thereof to the Escrow Agent.
NOTICE OF INDEMNIFICATION CLAIMS. The Indemnified Party shall promptly give written notice to Indemnifying Party after obtaining knowledge of any Loss or Damage, Third-Party Claim, or a request for indemnification under Article 9.2 (“Indemnification Notice”); provided however, that no delay on the part of the Indemnified Party shall relieve Indemnifying Party from any Liability or obligation under this Article 9 except to the extent that Indemnifying Party is prejudiced by such failure to give prompt notice. The Indemnification Notice shall contain all material information known to the Indemnified Party with respect to such Indemnification Claim, including without limitation, a description of the Indemnification Claim and the nature and amount of the related Loss or Damage (to the extent that the nature and amount of the Loss or Damage are known at the time). If the Indemnification Claim is a Third-Party Claim, the notice shall also include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.
NOTICE OF INDEMNIFICATION CLAIMS. (a) If (i) a Third Party Action is brought against any Indemnified Person that is subject to a right of indemnification under this Article VII, or (ii) any Indemnified Person becomes aware of facts or circumstances establishing that such Indemnified Person has experienced or incurred Losses or will experience or incur Losses subject to indemnification under this Article VII, then such Indemnified Person will give to the Indemnifying Person notice of such claim (“Indemnification Notice”) as soon as reasonably practicable but in no event more than 30 days after the Indemnified Person has received notice of or obtains actual knowledge of such claims (provided that failure to give such notice will not limit the Indemnifying Person’s indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Person’s ability to defend against the claim). To the extent practicable, the Indemnification Notice will describe with reasonable specificity (A) the nature of and the basis for the indemnification claim, including any relevant supporting documentation, and (B) an estimate of all Losses associated with it.
