Examples of Notice of Indemnification Claim in a sentence
If, at any time on or prior to the expiration of a representation or warranty, any Indemnitee (acting in good faith) delivers to the Representative a Notice of Indemnification Claim alleging an inaccuracy in or a breach of any of such representations or warranties and asserting a claim for recovery under Section 7.2 based on such inaccuracy or breach, then the claim asserted in such Notice of Indemnification Claim shall survive until such time as such claim is fully and finally resolved.
The indemnity contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed).(c) Notice of Indemnification Claim.
INDEMNIFICATION 49 12.1 Indemnification by the Seller 49 12.2 Indemnification by the Tenant 49 12.3 Indemnification by Heritage 50 12.4 Indemnification by Purchaser 50 12.5 Indemnification Procedure; Notice of Indemnification Claim.
If a claim by a third party is made against an indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Section 6, such indemnified party shall promptly notify the indemnifying party of such claim in writing ("Notice of Indemnification Claim").
The Purchaser shall not exercise the Right of Set-Off except in accordance with the indemnification procedures set forth in Article 8 of this Agreement (including, without limitation, the requirement that Purchaser deliver a Notice of Indemnification Claim with respect to such set-off pursuant to Section 8.5(a) of this Agreement).
A Buyer shall provide the Designated Senior Debt Representative (as defined in the Certificate of Designations) written notice ("Notice of Indemnification Claim") via facsimile and overnight courier at least 10 Business Days prior to a payment by the Company to such Buyer pursuant to this Section 8.
The delivery of a Notice of Indemnification Claim pursuant to this Section 9.8(a) shall toll, for the sole purpose of such claim, any applicable statute of limitations until the indemnification claim contained therein is fully and finally resolved.
The Buyer shall give the Seller and the Escrow Agent written notice (a "Notice of Indemnification Claim") of any claim for indemnification by the Buyer and/or any "indemnified party" (as defined in Section 12.3 of the Purchase Agreement) against the Seller to be paid from the Indemnification Escrow Fund (a "Claim"), indicating the amount of indemnification sought and specifying in reasonable detail the factual basis therefor to the extent then known to the Buyer, as the case may be.
Subject to Section 3(i) of the Certificate of Designations, the Company shall deliver any payment due under this Section 8 to such Buyer on the date which is ten (10) Business Days after the Designated Senior Debt Representative's receipt of a Notice of Indemnification Claim.
If the indemnifying party does not notify the indemnified party within thirty (30) calendar days after receipt of the Notice of Indemnification Claim that the indemnifying party elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party.