Common use of Notice of Claim Clause in Contracts

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 16 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement (Midori Group Inc.), Securities Exchange Agreement

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Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 5 contracts

Samples: Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.01, 8.02 9.02 and 8.03 9.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 3 contracts

Samples: Share Purchase Agreement, Share Exchange Agreement, Share Exchange Agreement

Notice of Claim. A In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to become aware of any claim, proceeding or other matter (a “Claim”) in respect of which the other party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 3 contracts

Samples: Escrow Agreement, Escrow Agreement (Vecima Networks Inc.), Asset Purchase Agreement (Concurrent Computer Corp/De)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 3 contracts

Samples: Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, Party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.1, 8.02 and 8.03 9.2, 9.3, 9.4 or 9.5 (a “Claim”, which term shall may include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 3 contracts

Samples: Qualifying Transaction Agreement (Mogul Energy International, Inc.), Qualifying Transaction Agreement (Mogul Energy International, Inc.), Qualifying Transaction Agreement (Mogul Energy International, Inc.)

Notice of Claim. A In the event that a party entitled (the "Indemnified Party") shall become aware of any claim, proceeding or other matter (a "Claim") in respect of which the other party (the "Indemnifying Party") agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Exfo Electro Optical Engineering Inc), Asset Purchase Agreement (Ems Technologies Inc), Agreement (International Menu Solutions Corp)

Notice of Claim. A (a) In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable reasonably particularity (to the extent that the information is in available):) the factual basis for the Claim and the amount of the Claim, if known; and

Appears in 2 contracts

Samples: Securities Exchange Agreement (Pan American Lithium Corp), Securities Exchange Agreement (Pan American Lithium Corp)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a "Claim", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 2 contracts

Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.), Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)

Notice of Claim. A (a) In the event that a party entitled (the "Indemnified Party") shall become aware of any Proceeding or other matter (a "Claim") in respect of which another party (the "Indemnifying Party") agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (particularity, to the extent that the information is available):, the factual basis for the Claim and the amount of the Claim.

Appears in 2 contracts

Samples: Escrow Agreement (Harry Winston Diamond Corp), Zone Purchase Agreement (Harry Winston Diamond Corp)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.01, 8.02 and 8.03 9.02, or 9.03 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):

Appears in 2 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and or 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with in reasonable particularity detail (to the extent that the information is available):

Appears in 2 contracts

Samples: Securities Exchange Agreement, Securities Exchange Agreement

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.019.01, 8.02 9.02 and 8.03 9.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 2 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement

Notice of Claim. A If a party entitled to and seeking indemnification hereunder (an "Indemnified Party") becomes aware of a claim or Legal Proceeding in respect of which indemnification is provided for pursuant to either of Section 10.1 or 10.2, as the terms of this Agreement (case may be, the Indemnified Party”) Party shall promptly give written notice of the claim or Legal Proceeding to the party or parties, as applicable, responsible for indemnifying obligated to indemnify the Indemnified Party (the "Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim"). Such notice shall specify whether the Claim claim or Legal Proceeding arises as a result of a claim by a person Person against the Indemnified Party (a "Third Party Claim") or whether the Claim claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Securities Purchase Agreement (Unity First Acquisition Corp)

Notice of Claim. A party entitled to and seeking indemnification pursuant to In the terms of this Agreement event that the Company or the Investor, as applicable, (the each an “Indemnified Party”) shall promptly give written notice to the assert a Direct Claim or become aware of any Third Party Claim in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification has agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim asserted by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (particularity, to the extent that the information is available)::

Appears in 1 contract

Samples: Subscription Agreement (Hebei Iron & Steel Group Co., Ltd.)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.1 or 7.2 (a "Claim", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified PartyIndemnitee”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party indemnified party (the “Indemnifying PartyIndemnitor”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim)Section 8.1 or Section 8.2 hereof. Such notice shall specify whether the Claim arises as a result of a claim by a person other than a Party hereto against the Indemnified Party Indemnitee (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Asset Purchase Agreement (Core Molding Technologies Inc)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 8.1 or 8.2 (a an Indemnification Claim”, which term shall include more than one Indemnification Claim). Such notice shall specify whether the Indemnification Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Indemnification Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Asset Purchase Agreement (SunOpta Inc.)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.0112.1, 8.02 12.2 and 8.03 12.3 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Securities Exchange Agreement

Notice of Claim. (1) A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 9.3 or 9.4 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement (Gold Bag, Inc.)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.01 and 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Exchange Agreement (Mystic Holdings Inc./Nv)

Notice of Claim. A 32.1 In the event that a party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the become aware of any claim, proceeding or other matter (a “Claim”) in respect of which another party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable reasonably particularity (to the extent that the information is in available):) the factual basis for the Claim and the amount of the Claim, if known.

Appears in 1 contract

Samples: Share Option Agreement (Pan American Lithium Corp)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, Party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 19(a) or 19(b) (a “Claim”, which term shall may include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Option Agreement

Notice of Claim. A In the event that the Company or the Investor, as applicable, (each an "Indemnified Party") shall assert a Direct Claim or become aware of any Third Party Claim in respect of which another party entitled (the "Indemnifying Party") has agreed to and seeking indemnification indemnify the Indemnified Party pursuant to this Agreement, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim asserted by a person Person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (particularity, to the extent that the information is available)::

Appears in 1 contract

Samples: Agreement (Alderon Iron Ore Corp.)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.03 or 7.04 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 6.1 or 6.2 (a an Indemnification Claim”, which term shall include more than one Indemnification Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Indemnification Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Asset Purchase Agreement (SunOpta Inc.)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.017.01, 8.02 7.02 and 8.03 7.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Exchange Agreement

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Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Indemnified Party”) of any claim for indemnification pursuant to Sections 8.01Section 6.1, 8.02 and 8.03 6.2 or 6.3 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement (Mamma Com Inc)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.02, or 8.03 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Exchange Agreement

Notice of Claim. A party entitled to If a Party or any of its Affiliates or any of the respective Representatives of such Party and seeking indemnification pursuant to the terms of this Agreement its Affiliates (collectively, the “Indemnified Party”) shall promptly give written notice to becomes aware of any Claim, Legal Proceeding or other matter in respect of which the party or parties, as applicable, responsible for indemnifying the Indemnified other Party (the “Indemnifying Party”) of any claim for indemnification agreed to indemnify the Indemnified Party pursuant to Sections 8.01this Agreement, 8.02 and 8.03 (a “Claim”, which term the Indemnified Party shall include more than one Claim)promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste2Energy Holdings, Inc.)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a "Claim", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Exchange Agreement (Agritek Holdings, Inc.)

Notice of Claim. A party entitled to and seeking If an Indemnified Party becomes aware of a Claim in respect of which indemnification is provided for pursuant to either of Section 6.1, 6.2 or 6.3, as the terms of this Agreement (case may be, the Indemnified Party”) Party shall promptly give written notice of the Claim to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) ; provided, however, that any failure to give such notice shall not affect any Indemnified Party's rights or remedies hereunder except to the extent that the rights of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim)the Indemnifying Party are prejudiced thereby. Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Asset Purchase Agreement (Archibald Candy Corp)

Notice of Claim. (a) A party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a "Claim") under this Agreement (the "Indemnified Party") shall promptly give written notice notification to the other party or parties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a "Notice of Claim") promptly upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 9.8. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):), the factual basis for the Claim and the amount of the Claim.

Appears in 1 contract

Samples: Contribution Agreement

Notice of Claim. (1) A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 8.3 or 8.4 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Acquisition Agreement (FOCUS GOLD Corp)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.0115.1, 8.02 15.2 and 8.03 15.3 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Exchange Agreement

Notice of Claim. A party If a Party entitled to and seeking indemnification pursuant to be indemnified under the terms foregoing provisions of this Agreement Article 7 (the an “Indemnified Party”) wishes to make a Claim for indemnification hereunder against Purchaser, on the one hand, or Vendor, on the other hand (herein called the “Indemnifying Party”), the Indemnified Party shall promptly give written notice thereof to the party or parties, as applicable, responsible for indemnifying Indemnifying Party of the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against originates with the Indemnified Party (a “Direct Claim”) or with a third party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement (Gold Fields LTD)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.015.01, 8.02 and 8.03 5.02, or 5.03 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement

Notice of Claim. A party entitled to and seeking If an Indemnified Party becomes aware of a Claim in respect of which indemnification is provided pursuant to Section 6.1 by an Indemnifying Party, the terms of this Agreement (the “Indemnified Party”) Party shall promptly give written notice of the Claim to the party or partiesIndemnifying Party provided, as applicablehowever, responsible for indemnifying that failure to give such notice shall not constitute a waiver except to the Indemnified extent the Indemnifying Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a “Claim”, which term shall include more than one Claim)is prejudiced by such failure. Such notice shall specify whether the Claim arises as a result of a claim Claim by a person Person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Asset Purchase Agreement (Leadingside Inc)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Sections 8.0111.1, 8.02 11.2 and 8.03 11.3 (a "Claim", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Securities Exchange Agreement (Liquid Media Group Ltd.)

Notice of Claim. (a) A party Party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a “Claim”) under this Agreement (the “Indemnified Party”) shall promptly give written notice notification to the party or parties, as applicable, responsible for indemnifying the Indemnified other Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a “Notice of Claim”) promptly upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 10.8. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (particularity, to the extent that the information is available):, the factual basis for the Claim and the amount of the Claim.

Appears in 1 contract

Samples: Share Purchase Agreement (Golden Star Resources Ltd.)

Notice of Claim. A party entitled to and seeking indemnification pursuant to the terms of this Agreement (the "Indemnified Party") shall promptly give written notice to the party or parties, as applicable, responsible for indemnifying the Indemnified Party (the "Indemnifying Party") of any claim for indemnification pursuant to Sections 8.019.01, 8.02 9.02 and 8.03 9.03 (a "Claim", which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a "Third Party Claim") or whether the Claim does not so arise (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Exchange Agreement (Algernon Pharmaceuticals Inc.)

Notice of Claim. (a) A party Party that may be entitled to and seeking make a claim for indemnification pursuant to the terms of (a “Claim”) under this Agreement (the “Indemnified Party”) shall promptly give written notice notification to the party or parties, as applicable, responsible for indemnifying the Indemnified other Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 such Claim (a “Notice of Claim”) as soon as is reasonably practicable upon becoming aware of the Claim, which term shall include more but in no event later than one Claim)the relevant date, if any, specified in Section 10.5. Such notice The Notice of Claim shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall shall, also specify with reasonable particularity (particularity, to the extent that the information is available):available and not privileged, the factual basis for the Claim and the amount of the Claim.

Appears in 1 contract

Samples: Share Purchase Agreement (Equinox Gold Corp.)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 6.1 or 6.2 (a “Claim”, which term shall include more than one Claim). Such notice shall specify whether the Claim arises as a result of a claim by a person Person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement (Mamma Com Inc)

Notice of Claim. A party Party entitled to and seeking indemnification pursuant to the terms of this Agreement (the “Indemnified Party”) shall will promptly give written notice to the party Party or partiesParties, as applicable, responsible for indemnifying the Indemnified Party (the “Indemnifying Party”) of any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 7.03 or 7.04 (a “Claim”, which term shall will include more than one Claim). Such notice shall will specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall will also specify with reasonable particularity (to the extent that the information is available):

Appears in 1 contract

Samples: Share Purchase Agreement

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