Common use of Non-Third Party Claims Clause in Contracts

Non-Third Party Claims. (a) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 written notice of all claims for indemnification under this Article 9, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Gentle Dental Service Corp), Stock Purchase Agreement (Gentle Dental Service Corp), Asset Purchase Agreement (Gentle Dental Service Corp)

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Non-Third Party Claims. (a) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 written notice of all claims for indemnification under this Article 9, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether or not the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Gentle Dental Service Corp), Asset Purchase Agreement (Gentle Dental Service Corp), Asset Purchase Agreement (Gentle Dental Service Corp)

Non-Third Party Claims. (a) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 11 written notice of all claims for indemnification under this Article 911, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Gentle Dental Service Corp), Asset Purchase Agreement (Gentle Dental Service Corp)

Non-Third Party Claims. (ai) Each indemnified party shallwill, with reasonable promptness, deliver to any the indemnifying party against whom a claim for indemnification is to be made under this Article 9 written notice of all claims for indemnification under this Article 9Section 7, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (bii) Each The indemnifying party or, in the case where the Members are the indemnifying party, the Representative, shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party or, in the case where the Members are the indemnifying party, the Representative, does not so notify the indemnified party, party the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (ciii) A party's failure to give timely notice will not constitute a defense, defense (in part or in whole, ) to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Merger Agreement (Microfield Graphics Inc /Or)

Non-Third Party Claims. (a) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 8 written notice of all claims for indemnification under this Article 98, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether or not the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentle Dental Service Corp)

Non-Third Party Claims. (a) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 12 written notice of all claims for indemnification under this Article 912, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Merger Agreement (Gentle Dental Service Corp)

Non-Third Party Claims. (a) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 10 written notice of all claims for indemnification under this Article 910, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentle Dental Service Corp)

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Non-Third Party Claims. (ai) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 VII written notice of all claims for indemnification under this Article 9VII, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (bii) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (ciii) A party's failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)

Non-Third Party Claims. (ai) Each indemnified party shall, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 VII written notice of all claims for indemnification under this Article 9VII, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (bii) Each indemnifying party shall have 30 days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (ciii) A party's ’s failure to give timely notice will not constitute a defense, in part or in whole, to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)

Non-Third Party Claims. (ai) Each indemnified party shallwill, with reasonable promptness, deliver to any the indemnifying party against whom a claim for indemnification is to be made under this Article 9 written notice of all claims for indemnification under this Article 97, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages Damages, to the extent reasonably practicable, and a good faith estimate of the amount of Damages. (bii) Each The indemnifying party shall have 30 15 business days after its receipt of the claim notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to accept liability for all the Damages described in the claim notice. (ciii) A party's ’s failure to give timely notice will not constitute a defense, defense (in part or in whole, ) to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying party.

Appears in 1 contract

Samples: Merger Agreement (Electro Scientific Industries Inc)

Non-Third Party Claims. (a) Each indemnified party shallIndemnified Person will, with reasonable promptness, deliver to any indemnifying party against whom a claim for indemnification is to be made under this Article 9 the Indemnifying Party written notice of all claims for indemnification under this Article 9SECTION 12, other than Third Party Claims, including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party The Indemnifying Party shall have 30 thirty (30) days after its receipt of the claim notice to notify the indemnified party Indemnified Person in writing whether the indemnifying party Indemnifying Party accepts liability for all or any part of the Damages described in the claim notice. If the indemnifying party Indemnifying Party does not so notify the indemnified partyIndemnified Person, the indemnifying party Indemnifying Party shall be deemed to accept liability for all the Damages described in the claim notice. (c) A party's failure to give timely notice will not constitute a defense, defense (in part or in whole, ) to any claim for indemnification by such party, except if, and only to the extent that, such failure results in any material prejudice to the indemnifying partyIndemnifying Party.

Appears in 1 contract

Samples: Equity Purchase and Loan Agreement (Beacon Education Management Inc)

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