Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions:
Appears in 6 contracts
Samples: Asset Purchase Agreement (Medamicus Inc), Stock Purchase Agreement (Tiger Telematics Inc), Employment Agreement (Tiger Telematics Inc)
Notice and Defense of Third Party Claims. The obligations and liabilities of an the Indemnifying Person Persons with respect to Losses Claims resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions:
Appears in 3 contracts
Samples: Merger Agreement (Medix Resources Inc), Asset Purchase Agreement (Aas Capital Corp), Asset Purchase Agreement (Aas Capital Corp)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person (as defined herein) with respect to Losses Indemnifiable Damages resulting from the assertion of liability by third parties (each, a "“Third Party Claim"”) shall be subject to the following terms and conditions:conditions set forth below.
Appears in 3 contracts
Samples: Membership Interests Purchase Agreement (Cornerworld Corp), Unit Purchase Agreement (Cornerworld Corp), Stock Purchase Agreement (Cornerworld Corp)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party ClaimTHIRD PARTY CLAIM") shall be subject to the following terms and conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Amedisys Inc), Agreement and Plan of Merger (Opus360 Corp), Agreement and Plan of Merger (Innovative Clinical Solutions LTD)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability claim or Liability by third parties other than in respect of Tax Claims (each, a "Third Party Claim") shall be subject to the following terms and conditions:
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Shared Hospital Services), Alliance Imaging Inc /De/
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions:: ------------------
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MTL Inc), Agreement and Plan of Merger (MTL Inc)
Notice and Defense of Third Party Claims. The obligations and liabilities Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability Liability by third parties (each, a "Third Third-Party Claim") shall be subject to the following terms and conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Providence Service Corp), Employment Agreement (Greenfield Online Inc)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person indemnifying party with respect to Losses resulting from the assertion of liability Liability by third parties (each, a "“Third Party Claim"”) shall be subject to the following terms and conditions:conditions set forth below. For the purposes of this Article 7, “
Appears in 2 contracts
Samples: Stock Redemption Agreement, Stock Redemption Agreement (Cabelas Inc)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions:: -----------------
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability claim or Liability by third parties other than in respect of Tax Claims (each, a "Third Party ClaimTHIRD PARTY CLAIM") shall be subject to the following terms and conditions:
Appears in 1 contract
Samples: Securities Purchase Agreement (Alliance Imaging Inc /De/)
Notice and Defense of Third Party Claims. The obligations and liabilities Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability Liability by a third parties party (other than Seller, Buyer or any of their respective Affiliates) against or involving an Indemnified Person (each, a "“Third Party Claim"”) shall be subject to the following terms and conditions:conditions set forth below.
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") ), other than Tax Claims, shall be subject to the following ------------------ terms and conditions:
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party ClaimTHIRD PARTY CLAIM") ), other than Tax Claims (which are dealt with in SECTION 8.7 ----------------- ----------- below), shall be subject to the following terms and conditions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacer International Inc)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties parties, including, without limitation, Governmental Entities, (each, a "Third Party Claim") shall be subject to the following terms and conditions:
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party ClaimTHIRD PARTY CLAIM") shall be subject to the following terms and conditions:: ------------------
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (other than a claim relating to Taxes, which shall be governed by the provisions of Section 10.2(b)) (each, a "Third Party Claim") shall be subject to the following terms and conditions:
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Third-Party Claim") shall be subject to the following terms and conditions:
Appears in 1 contract
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions:conditions set forth ------------------ below.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pacer International Inc/Tn)
Notice and Defense of Third Party Claims. The obligations and liabilities of an Indemnifying Person INDEMNIFYING PERSON with respect to Losses LOSSES resulting from the assertion of liability by third parties (each, a "Third Party Claim"“THIRD PARTY CLAIM”) shall be subject to the following terms and conditions:
Appears in 1 contract
Samples: Bill of Sale and Assignment Agreement (AtriCure, Inc.)
Notice and Defense of Third Party Claims. The obligations and liabilities of an the Indemnifying Person Persons with respect to Losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions:
Appears in 1 contract
Samples: Agreement and Plan or Reorganization and Merger (Ivillage Inc)
