Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Indemnity Claim; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Indemnification Notice. Each Party entitled If a Purchaser Indemnitee intends to exercise its right to indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (provided in this Article 8, such Purchaser Indemnitee shall provide the party or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or parties from whom the indemnification is being or will be sought (the “Indemnifying Party”"Indemnitor") in writing at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and ("Indemnification Claim"). Nothing contained herein shall include preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim Notice may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (if then known15) the amount or the method of computation of the amount of such Indemnity Claim; provided, howeverday period, the failure of any Indemnified Party Indemnitor shall be entitled to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve cure the Indemnifying Party from any of its indemnification obligations hereunder, except defect or situation giving rise to the extent Indemnification Claim to the Indemnifying Party satisfaction of Purchaser Indemnitee. If the Indemnitor is materially prejudiced by unwilling or unable to cure the defect giving rise to the Indemnification Claim during such failurefifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Should any party (“the "Indemnified Party”") who determines that an event has occurred giving rise suffer any loss, damage or expense for which another party (or which may give risethe "Indemnifying Party") is obligated to a right of indemnification hereunder in favor of indemnify and hold such Indemnified Party (harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an “Indemnity Claim”)Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall promptly notify the each Indemnifying Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or "Indemnification Claim"). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of-pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the 15-day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureas provided in this Section 12.

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Should any party (“the "Indemnified Party”") who determines that an event has occurred giving rise suffer any loss, damage or expense for which another party (or which may give risethe "Indemnifying Party") is obligated to a right of indemnification hereunder in favor of indemnify and hold such Indemnified Party (harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an “Indemnity Claim”)Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall promptly notify the each Indemnifying Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or "Indemnification Claim"). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of- pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the 15-day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureas provided in this Section 12.

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Should any party (“the "Indemnified Party”") who determines that an event has occurred giving rise suffer any loss, damage or expense for which another party (or which may give risethe "Indemnifying Party") is obligated to a right of indemnification hereunder in favor of indemnify and hold such Indemnified Party (harmless pursuant to this Section 9 of this Agreement, the following shall apply: If an “Indemnity Claim”)Indemnified Party intends to exercise its right to indemnification provided in this Section 9, such Indemnified Party shall promptly notify the each Indemnifying Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or "Indemnification Claim"). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of-pocket expenses incurred. During the period of fifteen (15) days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the fifteen (15) day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureas provided in this Section 9.

Indemnification Notice. Each Party entitled The party seeking indemnification under this Section 9 agrees to indemnification pursuant give prompt notice to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (or which the party against whom indemnity may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “"Indemnifying Party”") in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the assertion of any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method commencement of computation any suit, action or proceeding in respect of the amount of such Indemnity Claimwhich indemnity may be sought under this section; provided, however, that in the failure of any Indemnified Party to give timely event such notice thereof shall is not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent given or is delayed and the Indemnifying Party is materially not prejudiced thereby, the Indemnified Party's rights hereunder shall not be affected. The Indemnified Party shall have the right, at the Indemnifying Party's expense (limited only to the extent that any and all costs incurred by the Indemnified Party, including attorneys' fees, shall be reasonable), to control the defense and the Indemnified Party shall not settle the matter without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall have the right to participate in such failuredefense by notice to the Indemnified Party. If upon the Indemnified Party's consent, the Indemnifying Party assumes such defense, the Indemnifying Party shall not settle the matter without the consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Indemnification Notice. Each Should any Party entitled to indemnification pursuant to Exhibit G (“the "Indemnified Party”") who determines that an event has occurred giving rise suffer any loss, damage or expense for which another Party (or which may give risethe "Indemnifying Party") is obligated to a right of indemnification hereunder in favor of indemnify and hold such Indemnified Party (harmless pursuant to this Section 11 of this Agreement, the following shall apply: If an “Indemnity Claim”)Indemnified Party intends to exercise its right to indemnification provided in this Section 11, such Indemnified Party shall promptly notify the each Indemnifying Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or "Indemnification Claim"). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of-pocket expenses incurred. During the period of fifteen (15) days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the fifteen (15) day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureas provided in this Section 11.

Indemnification Notice. Each Party entitled If any Person intends to exercise its right to ---------------------- indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (or which may give rise) to a right of indemnification hereunder provided in favor of such Indemnified Party this Article 8 (an “Indemnity Claim”"Indemnitee"), such Indemnitee shall promptly notify provide the Party obligated to provide indemnification party or parties from whom the indemnification is being or will be sought (the “Indemnifying Party”"Indemnitor") in writing at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnitee's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and ("Indemnification Claim"). Nothing contained herein shall include preclude any Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim Notice may, at the option of Indemnitee, be asserted as soon as any situation, event PLAN AND AGREEMENT OF MERGER - Page 14 ---------------------------- or occurrence has been noticed by Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (if then known15) the amount or the method of computation of the amount of such Indemnity Claim; provided, howeverday period, the failure of any Indemnified Party Indemnitor shall be entitled to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve cure the Indemnifying Party from any of its indemnification obligations hereunder, except defect or situation giving rise to the extent Indemnification Claim to the Indemnifying Party satisfaction of Indemnitee. If the Indemnitor is materially prejudiced by unwilling or unable to cure the defect giving rise to the Indemnification Claim during such failurefifteen (15) period, Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. Each Party entitled If a Purchase Indemnitee intends to exercise its right to indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (provided in this Article 6, such Purchaser Indemnitee shall provide the party or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or parties from whom the indemnification is being or will be sought (the “Indemnifying Party”"Indemnitor") in writing at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and ("Indemnification Claim"). Nothing contained herein shall include preclude Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim Notice (if then known) may, at the amount or the method of computation option of the amount Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such Indemnity Claim; provided, howeverfifteen (15) day period, the failure of any Indemnified Party Indemnitor shall be entitled to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve cure the Indemnifying Party from any of its indemnification obligations hereunder, except defect or situation giving rise to the extent Indemnification Claim to the Indemnifying Party satisfaction of the Purchaser Indemnitee. If the Indemnitor is materially prejudiced by unwilling or unable to cure the defect giving rise to the Indemnification Claim during such failurefifteen (15) day period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 6.

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Should any party (“the "Indemnified Party”") who determines that an event has occurred giving rise suffer any loss, damage or expense for which another party (or which may give risethe "Indemnifying Party") is obligated to a right of indemnification hereunder in favor of indemnify and hold such Indemnified Party (harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an “Indemnity Claim”)Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall promptly notify the each Indemnifying Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or "Indemnification Claim"). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of-pocket expenses incurred. During the period of fifteen (15) days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the fifteen (15) day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.as provided in this Section 12. -39- 40

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Should any party (“the "Indemnified Party”") who determines that an event has occurred giving rise suffer any loss, damage or expense for which another party (or which may give risethe "Indemnifying Party") is obligated to a right of indemnification hereunder in favor of indemnify and hold such Indemnified Party (harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an “Indemnity Claim”)Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall promptly notify the each Indemnifying Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party=s intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or "Indemnification Claim"). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of- pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the 15-day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureas provided in this Section 12.

Indemnification Notice. Each Party entitled to indemnification pursuant to Exhibit G Should any party (the “Indemnified Party”) who determines that an event has occurred giving rise (suffer any loss, damage or expense for which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought another party (the “Indemnifying Party”) is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 13, the following shall apply. If an Indemnified Party intends to exercise its right to indemnification provided in this Section 13, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Indemnified Party’s intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or “Indemnification Claim”). An Indemnification Claim, at the method of computation option of the amount Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of such Indemnity Claim; providedwhether actual harm has been suffered or out-of-pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, howevereach Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect or situation giving rise to the Indemnification Claim during the 15-day period, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights thereafter be entitled to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failureas provided in this Section 13.

Indemnification Notice. Each Party entitled If a Purchaser Indemnitee intends to exercise its right to indemnification pursuant to Exhibit G (“Indemnified Party”) who determines that an event has occurred giving rise (provided in this Article 7, such Purchaser Indemnitee shall provide the party or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party (an “Indemnity Claim”), shall promptly notify the Party obligated to provide indemnification or parties from whom the indemnification is being or will be sought (the “Indemnifying Party”"Indemnitor") in writing at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim for indemnification hereunder and ("Indemnification Claim"). Nothing contained herein shall include preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim Notice (if then known) may, at the amount or the method of computation option of the amount of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such Indemnity Claim; provided, howeverfifteen (15) day period, the failure of any Indemnified Party Indemnitor shall be entitled to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve cure the Indemnifying Party from any of its indemnification obligations hereunder, except defect or situation giving rise to the extent Indemnification Claim to the Indemnifying Party satisfaction of the Purchaser Indemnitee. If the Indemnitor is materially prejudiced by unwilling or unable to cure the defect giving rise to the Indemnification Claim during such failurefifteen (15) period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 7.