Common use of Demands Clause in Contracts

Demands. (a) Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) calendar days of receipt thereof.

Demands. (a) Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively being, collectively, referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages damages already incurred and its detailed estimate of any Damages damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX 6 with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) 30 calendar days of receipt thereof.

Demands. (a) Each indemnified party Party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt such indemnified Party will give prompt notice thereof in writing to the indemnifying Party that includes (i) the specific details of and specific basis under this Agreement for its claim and (ii) a formal demand for indemnification under this Agreement that includes. In the case of a claim for indemnification based on a claim by it of a third Person against the indemnified Party (a “Third Party Claim”), the indemnified Party shall submit with such notice of to the indemnifying Party any demand, assertion, claim, action or proceeding, judicial or otherwise, by any such third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”)Person, with respect to any the matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and have. The failure of an indemnified Party to provide notice of a Third Party Claim shall not relieve the indemnifying Party of its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification indemnity obligations under this Agreement. (b) If ARTICLE 11, except to the indemnified party knowingly failed to notify the indemnifying party thereof extent such failure results in accordance with the provisions of this Agreement in sufficient insufficient time to permit the indemnifying party Party or its counsel to effectively defend against an Indemnity a Third Party Claim and to make a timely response thereto, thereto or otherwise prejudices the indemnifying partyParty’s indemnity obligation relating ability to defend against such Indemnity Claim shall be limited to Third Party Claim. In the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. (c) With respect to any case of a claim for indemnification that is not involving an Indemnity based on a Third Party Claim, the indemnifying party Party shall be deemed to have agreed to indemnify 30 days from its receipt of notice of such claim for the indemnified party pursuant Party (i) to this Article IX cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty such Damages or (30iii) calendar days of receipt thereofdispute such claim for indemnification.

Demands. (a) Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. . (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) calendar days of receipt thereof.

Demands. In order for a Buyer Indemnified Person or Seller Indemnified Person (athe “Indemnified Person”) Each indemnified party hereunder agrees that to be entitled to any indemnification provided for under this Agreement, such Indemnified Person shall, promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including Agreement or its receipt by it of written notice of a Third Party Claim, give notice thereof in writing to the Person against which indemnity is sought (the “Indemnifying Person”) that includes (a) the specific details of and specific basis under this Agreement for its claim and (b) a formal demand for indemnification under this Agreement that includes (i) the amount or method of computation of the amount of such claim to the extent known, (ii) each individual item of Loss included in the amount so stated, to the extent known, and (iii) the date on which such item was paid or properly accrued, to the extent applicable, and shall provide any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively referred to herein other information with respect thereto as the Indemnifying Person may reasonably request. In the case of a claim for indemnification based on an Action by a third Person against the Indemnified Person (a “Indemnity Third Party Claim”), the Indemnified Person shall submit with such notice to the Indemnifying Person reasonable details with respect to any the matter as to which it claims to be entitled to indemnity under the provisions of this Agreement. The failure of an Indemnified Person to provide notice of a Third Party Claim shall not relieve the Indemnifying Person of its indemnity obligations under this Article IX, it will give prompt notice thereof in writing except to the indemnifying party (a “Claim Notice”), together with a detailed statement of extent such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and its detailed estimate of any Damages to be incurred failure results in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient insufficient time to permit the indemnifying party Indemnifying Person or its counsel to effectively defend against an Indemnity a Third Party Claim and to make a timely response theretothereto or otherwise prejudices the Indemnifying Person. In the case of a claim for indemnification that is not based on a Third Party Claim, the indemnifying party’s indemnity Indemnifying Person shall have 30 days from its receipt of notice of such claim for the Indemnified Person to (x) cure the Losses complained of, (y) admit its obligation relating to provide indemnification with respect to such Indemnity Claim Losses or (z) dispute such claim for indemnification. The failure of an Indemnified Person to provide notice of a claim for indemnity under the provisions of this Agreement shall be limited not relieve the Indemnifying Person of its indemnity obligations under this Article IX, except and only to the extent that the Indemnifying Person is prejudiced by such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claimfailure. (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) calendar days of receipt thereof.

Demands. (a) Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) calendar days of receipt thereof.

Demands. (a) Each The indemnifying party shall be entitled, at its cost and expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim for which it is called upon to indemnify the indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement; provided, including receipt by it of that notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, the intention to so contest shall be delivered by any third party (such claims for indemnity involving third party claims being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages already incurred and its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify within twenty (20) days from the date of receipt by the indemnifying party thereof of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in accordance with the provisions name and on behalf of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim indemnified party as may be appropriate. Such contest shall be limited to the extent that such failure has actually prejudiced or damaged conducted by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to that Indemnity Claim. (c) With respect subject the indemnified party to any claim for indemnification obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving an material expense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party assumes the defense of an Indemnity Claim, the indemnified party pursuant shall agree to this Article IX with respect to the claims set forth in any settlement, compromise or discharge of an Indemnity Claim Notice if and to the extent that the indemnifying party does not provide may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party notice completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party as determined by the indemnified party in its sole discretion. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its disagreement outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. If requested by the indemnifying party, the indemnified party agrees to cooperate with respect the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating. At no cost or expense to the contents of a Claim Notice within thirty (30) calendar days of receipt thereofindemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Indemnity Claim.

Demands. The Authority may make any number of demands under this Clause 2 (a) Each indemnified party hereunder Guarantee and Indemnity). The Guarantor agrees that promptly upon its discovery after a demand has been made by the Authority under this Guarantee and until the amount demanded has been paid in full or performance of facts giving rise the relevant Guaranteed Obligation taken place, the Authority may take such action as it thinks fit against the Supplier to a claim for indemnity procure performance of the Guaranteed Obligations or recover all sums due and payable to it under this Guarantee, without affecting the obligations of the Guarantor under this Clause 2 (Guarantee and Indemnity). Liability of guarantor Without prejudice to Clause 12 (Enforcement Costs and Expenses) the Guarantor's liability hereunder shall be no greater than the liability of the Supplier to the Authority under the provisions Contract. Waiver of defences The obligations of the Guarantor under this Guarantee shall not be reduced, discharged impaired or otherwise affected by (and the intention of the Guarantor is that its obligations shall continue in full force and effect notwithstanding) any act, omission, matter or thing which, but for this Clause 4 (Waiver of Defences), would reduce, release or prejudice any of its obligations under this Guarantee (whether or not known to it or the Authority) including: any termination, amendment, variation, extension, restatement (however fundamental) to the Contract or any variation in the obligations undertaken under or pursuant to the Contract (including the nature, extent, timing and method of performance of the Contract) or novation of the Contract (in whole or in part); the granting by the Authority of any time, indulgence, waiver or consent granted to, or any concession or arrangement made with, the Supplier or any other person (whether expressly or by conduct); any legal limitation, incapacity or lack of power, authority or legal personality of or any dissolution, merger, amalgamation, reconstitution, reorganisation or change in the members, name, status or constitution of the Guarantor, the Supplier, the Authority or any other person; the granting of any other bond, security or guarantee now or hereafter held by the Authority for all or any part of the Guaranteed Obligations; the enforcement, delay or failure in enforcement release or waiver of any such bond, security or guarantee referred to in Clause 4.1.4 or any amendment, omission or extension to or variation thereto; any claim or enforcement of payment from the Supplier or any other person; any delay or forbearance by the Authority in exercising its rights or remedies under this Guarantee or the enforcement or absence of enforcement of this AgreementGuarantee; the illegality, including receipt invalidity, unenforceability or frustration of any Guaranteed Obligation for any reason, or any defect in any provision of the Contract or any other security given in relation to the Guaranteed Obligations; any present or future law or regulations purporting to reduce or prejudice any of the Guaranteed Obligations; anything that the Authority may do, or omit or neglect to do which, but for this provision, might exonerate, discharge or extinguish the liability of the Guarantor under this Guarantee; and the insolvency, liquidation, winding-up or administration of (or the appointment of an administrator or receiver of) or similar proceedings or compromise or arrangement with creditors of the Supplier or any other person, or the amalgamation, reconstruction, change in status, function, control or ownership of the Supplier. Continuing Guarantee Subject to Clause 3 (Liability of Guarantor) this Guarantee is a continuing guarantee and shall remain in full force and effect until the Guaranteed Obligations have been discharged and performed in full. Deferral of Guarantor's rights Without prejudice to Clause 6.3, until all of the Guaranteed Obligations have been unconditionally and irrevocably discharged, and unless the Authority otherwise directs, the Guarantor agrees that it shall not exercise any rights which it may have by reason of performance by it of notice its obligations under this Guarantee: to be indemnified by the Supplier or to make or enforce any claim or rights against the Supplier, including to demand or accept repayment in whole or in part of any demandindebtedness now or hereafter due to the Guarantor from the Supplier, assertion, claim, action or proceeding, judicial any other person liable; to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Authority against the Supplier under the Contract, or of any other guarantee or security taken pursuant to, or in connection with, the Contract by the Authority; to prove or claim in competition with the Authority in the insolvency or administration of the Supplier or otherwise have or exercise any third party rights or subrogation or a surety in competition with the Authority; or to call on the Authority to sue or take proceedings against the Supplier or raise a defence, claim set-off or raise a counter-claim against the Supplier. The Guarantor shall hold on trust for the Authority: any monies or other assets received or recovered by the Guarantor; and any security taken from the Supplier or any other person, as security for the Guarantor's liability under this Guarantee, and upon request by the Authority, the Guarantor shall immediately deposit such security with the Authority (or as it may direct) or pay or transfer such claims monies or assets to the Authority for indemnity involving third party claims being collectively referred application in or towards the discharge of the Guaranteed Obligations. Subject to herein as Clause 6.4, the “Indemnity Claim”)Guarantor undertakes not to seek to recover its costs, with respect expenses, liabilities or losses from the Supplier however arising, including in relation to any matter liability arising in tort (including the tort of negligence) or arising as a result of a breach of statutory duty. Nothing in Clause 6.3 shall purport to which it claims to be entitled to indemnity under limit or exclude the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any liability of the foregoing as it shall have and all supporting evidenceSupplier for death or personal injury caused by its negligence or otherwise or for fraud, including any Damages already incurred and its detailed estimate of any Damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claimsame is not permissible at law. (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) calendar days of receipt thereof.

Demands. (a) Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such claims for indemnity involving third party claims being collectively being, collectively, referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party (a “Claim Notice”), together with a detailed statement of such information respecting any of the foregoing as it shall have and all supporting evidence, including any Damages damages already incurred and its detailed estimate of any Damages damages to be incurred in the future. Such notice shall include a formal demand for indemnification under this Agreement. (b) If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and to make a timely response thereto, the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be limited to the extent that such failure has actually prejudiced or damaged the indemnifying party with respect to that Indemnity Claim. (c) With respect to any claim for indemnification not involving an Indemnity Claim, the indemnifying party shall be deemed to have agreed to indemnify the indemnified party pursuant to this Article IX 7 with respect to the claims set forth in any Claim Notice if and to the extent the indemnifying party does not provide the indemnified party notice of its disagreement with respect to the contents of a Claim Notice within thirty (30) 30 calendar days of receipt thereof.