Claim Procedures. Each Person that desires to make a Claim for indemnification pursuant to this Section 6 (an “Indemnified Party”) will provide notice (a “Claim Notice”) thereof in writing to the Purchaser (if the Indemnified Party is a Seller Indemnified Party) or to the Seller (if the Indemnified Party is a Purchaser Indemnified Party) (in each such case, an “Indemnifying Party”), specifying the nature and Basis for such Claim and a copy of all papers served with respect to such Claim (if any). For purposes of this Section 6.4, receipt by a Person of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person will require delivery of a Claim Notice to the Indemnifying Party within 20 days following the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve an Indemnifying Party from Liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 2 contracts
Samples: Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Asset Purchase and Contribution Agreement (LMP Automotive Holdings, Inc.)
Claim Procedures. Each Person that desires to make a Claim for indemnification pursuant to this Section 6 (an “Indemnified Party”) will provide notice (a ““ Claim Notice”) thereof in writing to the Purchaser (if the Indemnified Party is a Seller Indemnified Party) or to the Seller and the Shareholder, as applicable, (if the Indemnified Party is a Purchaser Indemnified Party) (in each such case, an “Indemnifying Party”), specifying the nature and Basis for such Claim and a copy of all papers served with respect to such Claim (if any). For purposes of this Section 6.4, receipt by a Person of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person will require delivery of a Claim Notice to the Indemnifying Party within 20 days following the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve an Indemnifying Party from Liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 1 contract
Samples: Asset Purchase Agreement (LMP Automotive Holdings, Inc.)
Claim Procedures. Each Person party that desires to make a Claim for indemnification pursuant to this Section 6 Article IX (an “"Indemnified Party”") will shall provide notice (a “"Claim Notice”") thereof in writing to the Purchaser Buyer (if the Indemnified Party is a Seller Indemnified Party) or to the Seller (if the Indemnified Party is a Purchaser Buyer Indemnified Party) (in each such case, an “"Indemnifying Party”"), specifying the nature and Basis basis for such Claim claim and a copy of all papers served with respect to such Claim claim (if any). Any claim in respect of which notice shall have been given in accordance with this Section shall be deemed to have been irrevocably withdrawn and lapsed (not having been previously satisfied, settled or withdrawn) if proceedings in respect of such claim have not been issued and notice of such issuance delivered to the relevant Party not later than the expiry of the period of 6 months after the date of such notice. For purposes of this Section 6.49.3, receipt by a Person party of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person will party shall require prompt delivery of a Claim Notice to the Indemnifying Party within 20 days following of the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s 's failure to send or delay in sending a Claim Notice will shall not relieve an Indemnifying Party from Liability liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 1 contract
Samples: Share Exchange Agreement (Composite Technology Corp)
Claim Procedures. Each Person party that desires to make a Claim for indemnification pursuant to this Section 6 Article X (an “Indemnified Party”) will shall provide notice (a “Claim Notice”) thereof in writing to the Purchaser Buyer (if the Indemnified Party is a Seller Indemnified Party) or to the Seller Sellers Representative (if the Indemnified Party is a Purchaser Buyer Indemnified Party) (in each such case, an “Indemnifying Party”), specifying the nature and Basis basis for such Claim claim and the amount thereof, to the extent known, and a copy of all papers served with respect to such Claim claim (if any). For purposes of this Section 6.410.4, receipt by a Person party of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person will party shall require prompt delivery of a Claim Notice to the Indemnifying Party within 20 days following of the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send or delay in sending a Claim Notice will shall not relieve an Indemnifying Party from Liability liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 1 contract
Samples: Asset Purchase Agreement (Superior Well Services, INC)
Claim Procedures. Each Person party that desires to make a Claim for indemnification pursuant to this Section 6 Article IX (an “Indemnified Party”) will provide notice (a “Claim Notice”) thereof in writing to the Purchaser Buyer (if the Indemnified Party is a Seller Indemnified Party) or to the Seller Sellers (if the Indemnified Party is a Purchaser Buyer Indemnified Party) (in each such case, an “Indemnifying Party”), specifying the nature and Basis basis for such Claim and a copy of all papers served with respect to such Claim (if any). For purposes of this Section 6.49.2, receipt by a Person Party of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person Party will require prompt delivery of a Claim Notice to the Indemnifying Party within 20 days following of the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send send, or delay in sending sending, a Claim Notice will not relieve an Indemnifying Party from Liability liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (New York Mortgage Trust Inc)
Claim Procedures. Each Person that desires to make a Claim for indemnification pursuant to this Section 6 Article 8 (an “Indemnified Party”) will provide notice (a “Claim Notice”) thereof in writing to LMP (if the Purchaser Indemnified Party is Xxxxxxxx) or to Xxxxxxxx (if the Indemnified Party is a Seller Indemnified Party) or to the Seller (if the Indemnified Party is a Purchaser LMP Indemnified Party) (in each such case, an “Indemnifying Party”), specifying the nature and Basis for such Claim and a copy of all papers served with respect to such Claim (if any). For purposes of this Section 6.48.3, receipt by a Person of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person will require delivery of a Claim Notice to the Indemnifying Party within 20 days following the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve an Indemnifying Party from Liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)
Claim Procedures. Each Person that desires to make a Claim for indemnification pursuant to this Section 6 Article 8 (an “Indemnified Party”) will provide notice (a “Claim Notice”) thereof in writing to LMP (if the Purchaser Indemnified Party is Xxxxxxxx) or to Xxxxxxxx (if the Indemnified Party is a Seller Indemnified Party) or to the Seller (if the Indemnified Party is a Purchaser LMP Indemnified Party) (in each such case, an ““ Indemnifying Party”), specifying the nature and Basis for such Claim and a copy of all papers served with respect to such Claim (if any). For purposes of this Section 6.48.3, receipt by a Person of written notice of any Third-Party Claim which gives rise to a Claim on behalf of such Person will require delivery of a Claim Notice to the Indemnifying Party within 20 days following the receipt of such Third-Party Claim; provided, howeverhowever , that an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve an Indemnifying Party from Liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.. MIPA – AAG Chevrolet 39
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)
Claim Procedures. Each Person party that desires to make a Claim for indemnification pursuant to this Section 6 Article IX (an “Indemnified Party”) will provide notice (a “Claim Notice”) thereof in writing to the Purchaser Buyer (if the Indemnified Party is a Seller Indemnified Party) or to the Seller Sellers (if the Indemnified Party is a Purchaser Buyer Indemnified Party) (in each such case, an “Indemnifying Party”), specifying the nature and Basis basis for such Claim and a copy of all papers served with respect to such Claim (if any). For purposes of this Section 6.49.3, receipt by a Person party of written notice of any Third-Party Claim which that gives rise to a Claim on behalf of such Person party will require prompt delivery of a Claim Notice to the Indemnifying Party within 20 days following of the receipt of such Third-Party Claim; provided, however, that an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve an Indemnifying Party from Liability liability hereunder with respect to such Claim except to the extent and only to the extent the Indemnifying Party is materially prejudiced by such failure or delay.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Frank's International N.V.)