Common use of Notification of Claims Clause in Contracts

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Media General Inc)

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Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Option Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party) shall promptly notify the party liable for such indemnification (the “Indemnifying Party) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the party liable for such indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; providedPROVIDED, HOWEVER, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was materially damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stein Avy H), Asset Purchase Agreement (CTN Media Group Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 9.01 or Section 12.03 9.02 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII 9 within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 2 contracts

Samples: Purchase Agreement (Fox Sports Networks LLC), Asset Purchase Agreement (Fox Sports Networks LLC)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either party hereunder the Indemnified Party except and only to the extent that, as a result of such failure, any party that was entitled the Indemnifying Party’s ability to receive remedy, contest, defend or settle such notice was damaged as a result claim or demand is materially prejudiced or the amount of Losses with respect to such failureclaim or demand increases. Subject to the Indemnifying Party’s right to defend in good faith third party claims Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 10.01 or Section 12.03 10.02 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII X within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Viacom Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 9.01 or Section 12.03 9.02 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.,

Appears in 1 contract

Samples: Asset Purchase Agreement (Chancellor Media Corp of Los Angeles)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 11.2, Section 11.4 or Section 12.03 11.5 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either a party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII Section 11 within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hc2 Holdings, Inc.)

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Notification of Claims. (a) A party entitled to be ---------------------- indemnified pursuant to Section 12.02 10.01 or Section 12.03 10.02 (the "Indemnified Party") shall ----------------- promptly notify the party liable for such indemnification (the "Indemnifying ------------ Party") in writing of any claim or demand that which the Indemnified Party has ----- determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include ----------------- any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII X within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Evergreen Media Corp)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 11.2 or Section 12.03 11.4 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either a party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII Section 11 within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hc2 Holdings, Inc.)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fisher Communications Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 13.02 or Section 12.03 13.03 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that the Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII XIII within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nexstar Broadcasting Group Inc)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 9.01 or Section 12.03 9.02 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII IX within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chancellor Broadcasting Co /De/)

Notification of Claims. (a) A party entitled to be indemnified pursuant to Section 12.02 or Section 12.03 (the "Indemnified Party") shall promptly notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand that which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, however, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of either any party hereunder except and only to the extent that, as a result of such failure, any party that which was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s 's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article XII within thirty (30) 30 days after the receipt of written notice thereof from the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Young Broadcasting Inc /De/)

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