Common use of General Indemnification Procedures Clause in Contracts

General Indemnification Procedures. (a) A party seeking indemnification pursuant to Section 8.1 (an "INDEMNIFIED PARTY") shall give prompt notice to the party from whom such indemnification is sought (the "INDEMNIFYING PARTY") of the assertion of any indemnifiable claim for Damages or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled.

Appears in 2 contracts

Samples: Selling Stockholder Agreement (Deere & Co), Stock Purchase Agreement (Deere & Co)

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General Indemnification Procedures. (a) A party seeking indemnification pursuant to Section 8.1 this Article 8 (an "INDEMNIFIED PARTYIndemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "INDEMNIFYING PARTYIndemnifying Party") of the assertion of any indemnifiable claim for Damages claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder pursuant to this Article 8 and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability Liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Any time limitation specified in Section 8.1 above shall not apply to claims which have been the subject of notice from the Indemnified Party to the Indemnifying Party shall be obligated given in good faith prior to indemnify an Indemnified Party hereunderthe expiration of such period, which notice specifies in reasonable detail the nature and basis of such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitledclaim.

Appears in 1 contract

Samples: Purchase and Subscription Agreement (BRC Holdings Inc)

General Indemnification Procedures. (a) A party seeking indemnification pursuant to Section 8.1 (an "INDEMNIFIED PARTYIndemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "INDEMNIFYING PARTYIndemnifying Party") of the assertion of any indemnifiable claim for Damages or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Xata Corp /Mn/)

General Indemnification Procedures. (a) A party seeking indemnification pursuant to Section 8.1 Sections 7.02 or 7.03 (an "INDEMNIFIED PARTY"“Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the "INDEMNIFYING PARTY"“Indemnifying Party”) of the assertion of any indemnifiable claim for Indemnifiable Damages or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sciquest Inc)

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General Indemnification Procedures. (a) A party seeking indemnification pursuant to Section 8.1 (an "INDEMNIFIED PARTY"“Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the "INDEMNIFYING PARTY"“Indemnifying Party”) of the assertion of any indemnifiable claim for Indemnifiable Damages or the commencement of any action, suit or proceedingProceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sciquest Inc)

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