Common use of Defense of Claim by Third Parties Clause in Contracts

Defense of Claim by Third Parties. If any claim is made by a third --------------------------------- party against a Party to this Agreement that, if sustained, would give rise to a liability of another Party under this Agreement, the Party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party and shall afford the other Party and its counsel, at the other Party's sole expense, the opportunity to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Intercept Group Inc), Agreement and Plan of Merger (Netzee Inc), Agreement and Plan of Merger (Intercept Group Inc)

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Defense of Claim by Third Parties. If any claim is made by a third --------------------------------- party against a Party to this Agreement that, if sustained, would give rise to a liability of another Party under this Agreement, the Party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party and shall afford the other Party and its counsel, at the other Party's sole expense, the opportunity to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Netzee Inc), Stock Purchase Agreement (Tanners Restaurant Group Inc), Asset Purchase Agreement (Netzee Inc)

Defense of Claim by Third Parties. If any claim is made by a --------------------------------- third --------------------------------- party against a Party party to this Agreement that, if sustained, would give rise to a liability of another Party party under this Agreement, the Party party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party party and shall afford the other Party party and its counsel, at the other Partyparty's sole expense, the opportunity to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (M2direct Inc), Agreement and Plan of Merger (M2direct Inc)

Defense of Claim by Third Parties. If any claim is made by a third --------------------------------- party against a Party party to this Agreement that, if sustained, would give rise to a liability of another Party party under this Agreement, the Party party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party party and shall afford the other Party party and its counsel, at the other Partyparty's sole expense, the opportunity to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Preferred Networks Inc), Agreement and Plan of Merger (Lifestream Technologies Inc)

Defense of Claim by Third Parties. If any claim is made by a third --------------------------------- party against a Party to this Agreement that, if sustained, would give rise to a liability of another Party under this Agreement, the Party against whom the claim is made shall promptly cause notice Notice of the claim Claim to be delivered to the other Party and shall afford the other Party and its counsel, at the other Party's sole expense, the opportunity to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Netzee Inc), Asset Contribution Agreement (Netzee Inc)

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Defense of Claim by Third Parties. If any claim is made by a third --------------------------------- party against a Party to this Agreement that, if sustained, would give rise to a liability of another the other Party under this Agreement, the Party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party and shall afford the other Party and its counsel, at the other Party's sole expense, the opportunity (which must be accepted within twenty (20) days of notice) to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netzee Inc)

Defense of Claim by Third Parties. If any claim is made by a third --------------------------------- party against a Party party to this Agreement that, if sustained, would give rise to a liability of another Party party under this Agreement, the Party party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party party and shall afford the other Party party and its counsel, at the other Partyparty's sole expense, the opportunity to join in the defense and settlement of defend or settle the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party other party is actually prejudiced by such failure. If any such claim is compromised or settled without the consent of the Indemnifying Party, no liability shall be imposed upon the Indemnifying Party by reason of the claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Preferred Networks Inc)

Defense of Claim by Third Parties. If any claim is made by a --------------------------------- third --------------------------------- party against a Party party to this Agreement that, if sustained, would give rise to a liability of another Party party under this Agreement, the Party party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other Party party and shall afford the other Party party and its counsel, at the other Partyparty's sole expense, the opportunity to join in the defense and settlement of the claim. The failure to provide such notice will not relieve the Indemnifying Party of liability under this Agreement unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure; provided that a failure to afford the Indemnifying Party and its counsel the opportunity to join in the defense and settlement of the claim shall be an absolute bar to a claim against the Indemnifying Party for indemnification for such claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (M2direct Inc)

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