Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. The Indemnified Party shall give the indemnifying party prompt written notice (an “Indemnification Claim Notice”) of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section 11.2(b). Failure to give any such Indemnification Claim Notice shall not constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying party demonstrates that such failure to notify directly increases the amount to be indemnified hereunder. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Damages (to the extent that the nature and amount of such Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by such party to this Agreement (the “Indemnified Party”).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Kv Pharmaceutical Co /De/), Asset Purchase Agreement (Vivus Inc)

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Procedure for Claims. The Indemnified Party indemnified party shall give the indemnifying party prompt written notice Notice (an “Indemnification Claim Notice”) of any Damages or discovery of fact upon with respect to which such Indemnified Party indemnified party intends to base a request for indemnification under Section 11.2(a11.02(a) or Section 11.2(b11.02(b). Failure to promptly give any such Indemnification Claim Notice shall not constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying party demonstrates that such failure to notify directly increases the amount to be indemnified hereunder. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Damages (to the extent that the nature and amount of such Damages are known at such time). The Indemnified Party indemnified party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by such party (or their respective counsel) to this Agreement (the “Indemnified Party”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Questcor Pharmaceuticals Inc)

Procedure for Claims. The Indemnified Party shall give the -------------------- indemnifying party prompt written notice (an “Indemnification Claim Notice”"INDEMNIFICATION CLAIM NOTICE") of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section --------------- ------- 11.2(b). Failure to give any such Indemnification Claim Notice shall not ------- constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying party demonstrates that such failure to notify directly increases has materially prejudiced the amount to be indemnified hereunderindemnifying party. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Damages (to the extent that the nature and amount of such Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” "INDEMNITEES" and each an “Indemnitee”"INDEMNITEE") shall be made solely by such party to this Agreement (the “Indemnified Party”"INDEMNIFIED PARTY").

Appears in 1 contract

Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)

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Procedure for Claims. The Indemnified Party -------------------- shall give the indemnifying party prompt written notice (an “Indemnification Claim Notice”"INDEMNIFICATION CLAIM NOTICE") of any Damages or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section --------------- ------- 11.2(b). Failure to give any such Indemnification Claim ------- Notice shall not constitute a waiver of any right to indemnification or reduce in any way the indemnification available hereunder, except to the extent the indemnifying party demonstrates that such failure to notify directly increases the amount to be indemnified hereunder. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Damages (to the extent that the nature and amount of such Damages are known at such time). The Indemnified Party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Damages. All indemnification claims in respect of a party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” "INDEMNITEES" and each an “Indemnitee”"INDEMNITEE") shall be made solely by such party to this Agreement (the “Indemnified Party”"INDEMNIFIED PARTY").

Appears in 1 contract

Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)

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