Common use of Claim Notices Clause in Contracts

Claim Notices. If any Person that may be entitled to indemnification hereunder (an “Indemnified Party”) asserts a claim for indemnification hereunder (a “Claim”), such Indemnified Party shall provide a written notice thereof (a “Claim Notice”) to the party required by the terms of this Agreement to indemnify the Indemnified Party (an “Indemnifying Party”) (i) within thirty (30) days after its receipt of written notice of either commencement of any third-party litigation or any third-party claim against it (such litigation or claim by a third party, a “Third-Party Claim”), or (ii) within a reasonable period after such Indemnified Party becomes aware of the existence of any other event with respect to which indemnification may be sought from the Indemnifying Party; provided, however, that no delay or failure on the part of an Indemnified Party in providing a Claim Notice to any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder except to the extent the Indemnifying Party is prejudiced by such delay or failure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ameris Bancorp), Stock Purchase Agreement (Ameris Bancorp)

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Claim Notices. If any Person that may be 7.1.1 Any Party entitled to seek indemnification hereunder pursuant to this Agreement (an “Indemnified Party”the "Indemnitee") asserts a claim for indemnification hereunder (a “Claim”), such Indemnified Party shall must provide a written notice thereof (a “the "Claim Notice") to the Party obligated to provide indemnification (the "Indemnitor") with respect to any claim, suit or proceeding initiated against the Indemnitee by a party required by other than the terms of this Agreement to indemnify Indemnitor ("Third Party Claim"). 7.1.2 All Claim Notices must be delivered promptly, but in no event more than thirty days (the Indemnified Party (an “Indemnifying Party”"Notice Period") following (i) within thirty (30) days after its the receipt of written actual notice of either commencement the Third party Claim by any officer, director or manager of any third-party litigation or any third-party claim against it (such litigation or claim by a third party, a “Third-Party Claim”)Indemnitee, or (ii) within a reasonable period after such Indemnified Party becomes aware of the existence occurrence of any other event that any officer, director or manager of Indemnitee believes or should reasonably believe could give rise to a Third Party Claim. 7.1.3 The failure of Indemnitee to notify Indemnitor within the Notice Period shall not relieve Indemnitor of any liability with respect to which indemnification may be sought from the Indemnifying Party; providedThird Party Claim, however, that no delay or failure on the part of an Indemnified Party in providing a Claim Notice to any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder except to the extent the Indemnifying Indemnitor demonstrates that the defense of the Third Party Claim is materially prejudiced by such delay or failure.. 7.1.4 The Claim Notice should state in reasonable detail the facts giving rise to the Third Party Claim and Indemnitee's intention to seek indemnification for the Third Party Claim. If the Indemnitee wishes to control the defense of the Third Party Claim, this should also be stated in the Claim Notice. 7.2

Appears in 1 contract

Samples: Transportation Management Services Agreement

Claim Notices. If any Person party that may be entitled to indemnification hereunder (an "Indemnified Party") asserts a claim for indemnification hereunder (a “Claim”), such Indemnified Party shall provide a written notice Notice thereof (a "Claim Notice") to the each party required by the terms of this Agreement to indemnify the Indemnified Party (each an "Indemnifying Party") (i) within thirty (30) 30 days after its receipt of written notice of either commencement of any third-party litigation or any third-party claim against it (such litigation or claim by a third party, a “Third-"Third Party Claim"), or (ii) within a reasonable period after such Indemnified Party becomes aware of the existence of any other event with respect to which indemnification may be sought from the Indemnifying Party; provided, however, that no delay or failure on the part of an Indemnified Party in providing a Claim Notice to any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder except to the extent the Indemnifying Party is prejudiced by such delay or failurehereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Timberline Resources Corp)

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Claim Notices. If any Person that may be entitled to indemnification hereunder (an “Indemnified Party”) asserts a claim for indemnification hereunder (a “Claim”), such Indemnified Party shall provide a written notice thereof (a “Claim Notice”) to the party required by the terms of this Agreement to indemnify the Indemnified Party (an “Indemnifying Party”) (i) within thirty (30) days after its receipt of written notice of either commencement of any third-party litigation or any third-party claim against it (such litigation or claim by a third party, a “Third-Third Party Claim”), or (ii) within a reasonable period after such Indemnified Party becomes aware of the existence of any other event with respect to which indemnification may be sought from the Indemnifying Party; provided, however, that no delay or failure on the part of an Indemnified Party in providing a Claim Notice to any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder except to the extent the Indemnifying Party is prejudiced by such delay or failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameris Bancorp)

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