Common use of Notice and Right To Defend Third-Party Claims Clause in Contracts

Notice and Right To Defend Third-Party Claims. (a) Upon receipt of written notice of any claim, demand or assessment or the commencement of any suit, action or proceeding in respect of which indemnity may be sought on account of the indemnity contained in Section 6.1, the party seeking indemnification (the "Indemnitee") shall promptly, but in no event later than twenty (20) days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty (20) days from the date of Indemnitee's receipt of notice thereof), inform the party against whom indemnification is sought (the "Indemnitor") in writing thereof. The failure, refusal or neglect of such Indemnitee to notify the Indemnitor within the time period specified above of any such claim or action shall relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, but only to the extent the effect of such failure, refusal or neglect is to prejudice materially the rights of the Indemnitor in defending against the claim or action.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Track N Trail Inc), Stock Exchange Agreement (Track N Trail Inc)

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Notice and Right To Defend Third-Party Claims. (a) Upon receipt of written notice of any claim, demand or assessment or the commencement of any suit, action or proceeding in respect of which indemnity may be sought on account of the an indemnity agreement contained in Section 6.1this Article, the party seeking indemnification (the "Indemnitee") shall promptly, but in no event later than twenty (20) days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty (20) days from the date of Indemnitee's receipt of notice thereof), inform the party against whom indemnification is sought (the "Indemnitor") in writing thereof. The failure, refusal or neglect of such Indemnitee to notify the Indemnitor within the time period specified above of any such claim or action shall relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, but only to the extent if the effect of such failure, refusal or neglect is to prejudice materially the rights of the Indemnitor in defending against the claim or action.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership), Asset Purchase and Sale Agreement (Northland Cable Television Inc)

Notice and Right To Defend Third-Party Claims. (a) Upon receipt of written notice of any claim, demand or assessment from or the commencement of any suit, arbitration, action or proceeding by a third party (a "Claim") in respect of which indemnity may be sought on account of the an indemnity agreement contained in Section 6.1this Article, the party seeking indemnification (the "Indemnitee") shall promptly, but in no event later than twenty fifteen (2015) days ---------- Business Days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty fifteen (2015) days Business Days from the date of Indemnitee's receipt of notice thereof), inform the party against whom indemnification is sought (the "Indemnitor") in writing thereof. The failure, ---------- refusal or neglect of such Indemnitee to notify the Indemnitor within the time period specified above of any such claim or action Claim shall relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, but only to the extent if the effect of such failure, refusal or neglect is to prejudice materially the rights of the Indemnitor in defending against the claim or actionClaim.

Appears in 1 contract

Samples: American Tower Corp /Ma/

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Notice and Right To Defend Third-Party Claims. (a) Upon receipt of written notice of any claim, demand or assessment from or the commencement of any suit, arbitration, action or proceeding by a third party (a "Claim") in respect of which indemnity may be sought on account of the an indemnity agreement contained in Section 6.1this Article, the party seeking indemnification (the "Indemnitee") shall promptly, but in no event later than twenty fifteen (2015) days Business Days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty fifteen (2015) days Business Days from the date of Indemnitee's receipt of notice thereof), inform the party against whom indemnification is sought (the "Indemnitor") in writing thereof. The failure, refusal or neglect of such Indemnitee to notify the Indemnitor within the time period specified above of any such claim or action Claim shall relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, but only to the extent if the effect of such failure, refusal or neglect is to prejudice materially the rights of the Indemnitor in defending against the claim or actionClaim.

Appears in 1 contract

Samples: Agreement to Sublease (Spectrasite Holdings Inc)

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