Indemnification Claim Procedures. (a) If any action or proceeding is commenced in which any Indemnitee is a party which may give rise to a claim for indemnification against any Indemnitor then such Indemnitee shall promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the Indemnitee, except to the extent the defense of such action or proceeding is materially and irrevocably prejudiced by the Indemnitee’s failure to give such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Hercules Offshore, LLC), Asset Purchase Agreement (Hercules Offshore, LLC), Asset Purchase Agreement (Hercules Offshore, LLC)
Indemnification Claim Procedures. (a) If any action or proceeding Action is commenced in which any Indemnitee Indemnified Party is a party which that may give rise to a claim for indemnification against any Indemnitor (an “Indemnification Claim”) then such Indemnitee shall Indemnified Party will promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the IndemniteeIndemnified Party, except to the extent the defense of such action or proceeding Action is materially and irrevocably prejudiced by the IndemniteeIndemnified Party’s failure to give such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Innovo Group Inc), Asset Purchase Agreement (Cygne Designs Inc), Mutual Stock Purchase Agreement (United Fuel & Energy Corp)
Indemnification Claim Procedures. (a) If any action or proceeding is commenced in which third party notifies any Indemnitee is a party which Indemnified Party with respect to the commencement of any Action that may give rise to a claim for indemnification against any Indemnitor under this ARTICLE 9 (an “Indemnification Claim”), then such Indemnitee shall the Indemnified Party will promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the IndemniteeIndemnified Party, except to the extent the defense of such action or proceeding Action is materially and irrevocably prejudiced by the IndemniteeIndemnified Party’s failure to give such notice.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Insight Health Services Holdings Corp), Stock Purchase Agreement (Insight Health Services Holdings Corp)
Indemnification Claim Procedures. (a) If any action or proceeding Action is commenced in which any Indemnitee Indemnified Party is a party which that may give rise to a claim for indemnification against any Indemnitor (an "Indemnification Claim") then such Indemnitee shall Indemnified Party will promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the IndemniteeIndemnified Party, except to the extent the defense of such action or proceeding Action is materially and irrevocably prejudiced by the Indemnitee’s Indemnified Party's failure to give such notice.
Appears in 2 contracts
Samples: Purchase Agreement (Ambassadors International Inc), Purchase Agreement (Ambassadors International Inc)
Indemnification Claim Procedures. (a) If any action or proceeding is commenced in which any Indemnitee Indemnified Party is a party which may give rise to a claim for indemnification against any Indemnitor under Section 6.1 then such Indemnitee Indemnified Party shall promptly give written notice to the applicable Indemnitor. Failure to promptly notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the IndemniteeIndemnified Party, except to the extent the defense of such action or proceeding is materially and irrevocably prejudiced by the IndemniteeIndemnified Party’s failure to give such notice.
Appears in 1 contract
Samples: Rig Equipment Purchase Agreement (Miller Energy Resources, Inc.)
Indemnification Claim Procedures. (a) If any action or proceeding Action is commenced in which any Indemnitee Party is a party which that may give rise to a claim for indemnification against any Indemnitor (an "Indemnification Claim") then such Indemnitee shall Party will promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the IndemniteeParty, except to the extent the defense of such action or proceeding Action is materially and irrevocably prejudiced by the Indemnitee’s Party's failure to give such notice.
Appears in 1 contract
