Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 28 contracts
Samples: Split Off Agreement, Merger Agreement (Valeritas Holdings Inc.), Share Exchange Agreement (Tixfi Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has Buyers have an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer is Buyers are materially and adversely prejudiced by such failure.
Appears in 25 contracts
Samples: Stock Purchase Agreement (Active With Me Inc.), Stock Purchase Agreement (Yappn Corp.), Stock Purchase Agreement (Be Active Holdings, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 21 contracts
Samples: Stock Purchase Agreement (Majesco Entertainment Co), Stock Purchase Agreement (Blue Calypso, Inc.), Stock Purchase Agreement (InspireMD, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has Purchaser have an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Purchaser of such claim and, in any case, shall give Buyer Purchaser such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Purchaser shall not excuse Buyer Purchaser from any indemnification liability except to the extent that Buyer Purchaser is materially and adversely prejudiced by such failure.
Appears in 7 contracts
Samples: Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.), Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.), Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 11.3 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 6 contracts
Samples: Split Off Agreement (Med Control), Split Off Agreement (Ethanex Energy, Inc.), Split Off Agreement (Osler Inc.)
Non-Third Party Claims. Upon discovery of any claim for which a Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 5 contracts
Samples: Split Off Agreement, Split Off Agreement (Global Casinos Inc), Split Off Agreement (Global Casinos Inc)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of this Section 12.1 11.3 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 4 contracts
Samples: Split Off Agreement (Kreido Biofuels, Inc.), Split Off Agreement (UFood Restaurant Group, Inc.), Split Off Agreement (Kentucky USA Energy, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer Buyers has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer Buyers is materially and adversely prejudiced by such failure.
Appears in 4 contracts
Samples: Split Off Agreement, Merger Agreement (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Invivo Therapeutics Holdings Corp.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of this Section 12.1 6 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 3 contracts
Samples: Purchase Agreement (SweeGen, Inc.), Stock Purchase Agreement (Shades Holdings, Inc.), Stock Purchase Agreement (Shades Holdings, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 9.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 2 contracts
Samples: Split Off Agreement (Miramar Labs, Inc.), Split Off Agreement (Miramar Labs, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 13.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 2 contracts
Samples: Split Off Agreement, Split Off Agreement (Hygeialand Biomedical Corp)
Non-Third Party Claims. Upon discovery of any claim for which the Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 2 contracts
Samples: Split Off Agreement (Vitaxel Group LTD), Split Off Agreement (China Energy Technology Corp., Ltd.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has Purchaser have an indemnification obligation under the terms of Section 12.1 11.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Purchaser of such claim and, in any case, shall give Buyer Purchaser such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Purchaser shall not excuse Buyer Purchaser from any indemnification liability except to the extent that Buyer Purchaser is materially and adversely prejudiced by such failure.
Appears in 2 contracts
Samples: Split Off Agreement (Goldstrike Inc), Split Off Agreement (Compuprint Inc)
Non-Third Party Claims. Upon discovery of any claim for which Buyer Purchaser has an indemnification obligation under the terms of Section 12.1 11.3 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Purchaser of such claim and, in any case, shall give Buyer Purchaser such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Purchaser shall not excuse Buyer Purchaser from any indemnification liability except to the extent that Buyer Purchaser is materially and adversely prejudiced by such failure.
Appears in 2 contracts
Samples: Split Off Agreement (Atlantic Wine Agencies Inc), Split Off Agreement (Foothills Resources Inc)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has the Buyers have an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer Buyers is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is are materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has have an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the IndemniteeThird Party Claim, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is are materially and adversely prejudiced by such failure.
Appears in 1 contract
Samples: Stock Purchase Agreement (Transworld Benefits International Inc)
Non-Third Party Claims. Upon discovery of any claim for which Buyer Xxxxx has an indemnification obligation under the terms of Section 12.1 14.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer Buyers has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer is Buyers are materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has have an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has have an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is are materially and adversely prejudiced by such failure.
Appears in 1 contract
Samples: Stock Purchase Agreement (Golden Key International Inc)
Non-Third Party Claims. Upon discovery of any claim for which Buyer Xxxxx has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has Buyers have an indemnification obligation under the terms of this Section 12.1 11.3 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer is Buyers are materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 thirty (30) days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Samples: Split Off Agreement (Content Checked Holdings, Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer Buyers has an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer Buyers is materially and adversely prejudiced by such failure.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alba Mineral Exploration)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has have an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, . in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the IndemniteeThird Party Claim, the Indemnitee shall give prompt notice to Buyer Buyers of such claim and, in any case, shall give Buyer Buyers such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Buyers shall not excuse Buyer Buyers from any indemnification liability except to the extent that Buyer is Buyers are materially and adversely prejudiced by such failure.
Appears in 1 contract
Samples: Split Off Agreement (Modigene Inc.)
Non-Third Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of this Section 12.1 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 20 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer has have an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
Appears in 1 contract
Non-Third Party Claims. Upon discovery of any claim for which Buyer the Seller has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer Seller of such claim and, in any case, shall give Buyer Seller such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer Seller shall not excuse Buyer Seller from any indemnification liability except to the extent that Buyer Seller is materially and adversely prejudiced by such failure.
Appears in 1 contract