Common use of Failure to Give Timely Notice Clause in Contracts

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 8 contracts

Samples: Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)

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Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 12.3 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 8 contracts

Samples: Asset Contribution and Exchange Agreement, Asset Contribution and Exchange Agreement, Asset Contribution and Exchange Agreement (Novamed Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 Sections 11.3, 11.4 and 11.5 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 7 contracts

Samples: Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp), Merger Agreement (Luminant Worldwide Corp)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 8.3 or 9.4 8.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Compass International Services Corp), Stock Purchase Agreement (Compass International Services Corp), Stock Purchase Agreement (Compass International Services Corp)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 Sections 8.4 or 9.4 8.5, will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, coverage or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or extent that it was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 3 contracts

Samples: Stock Purchase and Sale Agreement (Mvii LLC), Stock Purchase and Sale Agreement (Mvii LLC), Stock Purchase and Sale Agreement (Dsi Toys Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 3 contracts

Samples: Asset Purchase Agreement (KAR Auction Services, Inc.), Asset Purchase Agreement (KAR Auction Services, Inc.), Asset Purchase Agreement (KAR Auction Services, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate promptly provide notice as provided in Section 9.3 or 9.4 10.04(b) will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged or prejudiced as a result of such failure to give timely notice.

Appears in 2 contracts

Samples: Merger Agreement (Navarre Corp /Mn/), Merger Agreement (Navarre Corp /Mn/)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section Sections 9.3 or and 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 2 contracts

Samples: Purchase Agreement (Fortress Group Inc), Asset Purchase Agreement (Fortress Group Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section Sections 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 2 contracts

Samples: Purchase Agreement (Fortress Group Inc), Purchase Agreement (Fortress Group Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 2 contracts

Samples: Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)

Failure to Give Timely Notice. A Except as provided in Section 7.7, a failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 required under Sections 7.3 or 9.4 will ----------- --- 7.4 shall not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged or prejudiced as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wpi Group Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section Sections 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of his, her or its right to recover any payment under any his, her or its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Contribution Agreement (Green Energy Renewable Solutions, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 10.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a direct result of such failure to give timely notice.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Xzeres Wind Corp.)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 8.4 or 9.4 8.5 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, coverage of which the Indemnified Party has been given notice prior to the Closing or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or extent that it was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Unit and Stock Purchase and Sale Agreement (Chancellor Media Corp of Los Angeles)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice notice, as provided in Section 9.3 or 9.4 Sections 7.4 and 7.5, will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Master Transaction Agreement (PACIFIC GAS & ELECTRIC Co)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete complete, or accurate notice as provided in Section 9.3 or 9.4 will ----------- --- shall not affect the rights or obligations of any party either Party hereunder except and only to the extent that, as a result of such failure, any party Party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.

Appears in 1 contract

Samples: Unit Purchase Agreement (Echo Global Logistics, Inc.)

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Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in this Section 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party Party hereunder except and only to the extent that, as a result of such failure, any party Indemnifying Party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and or materially prejudiced or damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security National Financial Corp)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Merger Agreement (Centerpoint Advisors Inc)

Failure to Give Timely Notice. A failure by an Indemnified ----------------------------- Party to ----------------------------- give timely, complete or accurate notice as provided in this Section 9.3 or 9.4 6.2 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allin Communications Corp)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete complete, or accurate notice as provided in this Section 9.3 or 9.4 11 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such that failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such a failure to give timely notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oakridge Holdings Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 SECTION 7.1.3 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.insurance

Appears in 1 contract

Samples: Asset Purchase Agreement (Dwyer Group Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 or 9.4 7.3 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a 33PAGE result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thermo Terratech Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 Sections 7.2 or 9.4 7.3 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of his, her or its right to recover any payment under any his, her or its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Equity Purchase Agreement (Amyris, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete complete, or accurate notice as provided in Section 9.3 Sections 8.3 or 9.4 8.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Canandaigua Wine Co Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 9.3 5.3 or 9.4 5.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Appears in 1 contract

Samples: Company Stockholder Agreement (Centerprise Advisors Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete complete, or accurate notice as provided in Section 9.3 Sections 7.7 or 9.4 will ----------- --- 7.4 shall not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under any its applicable insurance coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.

Appears in 1 contract

Samples: Merger Agreement (TreeHouse Foods, Inc.)

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