Common use of Notice of Damages Clause in Contracts

Notice of Damages. A party seeking indemnity hereunder (the “Indemnified Party”) will give the party from whom indemnity is sought hereunder (the “Indemnitor”) prompt notice (hereinafter, the “Indemnification Notice”) of any demands, claims, actions or causes of action (collectively, “Claims”) asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII, except to the extent that such failure has prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s ability to defend such Claim. For purposes of this Article VIII, (i) the Purchaser, on the one hand, and the Seller, on the other hand, shall be deemed to be the “Indemnified Party”, and (ii) the Purchaser, on the one hand, and the Seller on the other hand, shall be deemed to be the “Indemnitors”, as the case may be.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paltalk, Inc.), Asset Purchase Agreement (PeerStream, Inc.)

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Notice of Damages. A party seeking indemnity hereunder (the "Indemnified Party") will give the party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIIIVII, except to the extent that such failure has prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s 's ability to defend such Claim. For purposes of this Article VIIIVII, (i) the PurchaserPurchaser and Aquamer, on the one hand, and the Seller, on the other hand, shall be deemed to be the "Indemnified Party”, ," and (ii) the PurchaserPurchaser and Aquamer, on the one hand, and the Seller Seller, on the other hand, shall be deemed to be the "Indemnitors”, ," as the case may be.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aquamer Medical Corp.)

Notice of Damages. A party seeking indemnity hereunder (the "Indemnified Party") will give the party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIIIVII, except to the extent that such failure has materially adversely prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s ability to defend such ClaimAgreement. For purposes of this Article VIIIVII, (i) the Purchaser, on the one hand, and the SellerSeller and/or Solomon, on the other hand, shall be deemed to be the "Indemnified Party”, and (ii) " or the Purchaser, on the one hand, and the Seller on the other hand, shall be deemed to be the “"Indemnitors", as the case may be. The rights of indemnity under the Article VII shall be in addition to and not in lieu of any other rights and remedies at law or in equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salant Corp)

Notice of Damages. A party seeking indemnity hereunder (the “Indemnified Party”) will give the party from whom indemnity is sought hereunder (the “Indemnitor”) prompt notice (hereinafter, the “Indemnification Notice”) of any demands, claims, actions or causes of action (collectively, “Claims”) asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII10, except to the extent that such failure has prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s ability to defend such ClaimAgreement. For purposes of this Article VIII10, (i) the Purchaser, on the one hand, and the SellerShareholder, on the other hand, shall be deemed to be the “Indemnified Party”, and (ii) the Purchaser, on the one hand, and the Seller on the other hand, shall be deemed to be ” or the “Indemnitors”, ,” as the case may be.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ndchealth Corp)

Notice of Damages. A party seeking indemnity hereunder (the "Indemnified Party") will give the party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII, except to the extent that such failure has materially adversely prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s ability to defend such ClaimAgreement. For purposes of this Article VIII, (i) the Purchaser, on the one hand, and the SellerStockholders, on the other hand, shall be deemed to be the "Indemnified Party”, and (ii) " or the Purchaser, on the one hand, and the Seller on the other hand, shall be deemed to be the “"Indemnitors", as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elec Communications Corp)

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Notice of Damages. A party seeking indemnity hereunder (the "Indemnified Party") will give the party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII, except to the extent that such failure has prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s ability to defend such ClaimAgreement. For purposes of this Article VIII, (i) the Purchaser, on the one hand, and the Seller, on the other hand, shall be deemed to be the "Indemnified Party”, and (ii) " or the Purchaser, on the one hand, and the Seller on the other hand, shall be deemed to be the “Indemnitors”"Indemnitor", as the case may be.

Appears in 1 contract

Samples: Asset Purchase Agreement (Front Porch Digital Inc)

Notice of Damages. A party seeking indemnity hereunder (the "Indemnified Party") will give the party from whom indemnity is sought hereunder (the "Indemnitor") prompt notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Party under this Article VIII, except to the extent that such failure has prejudiced the Indemnitor under the provisions for indemnification contained in this Agreement or the Indemnitor’s ability to defend such ClaimAgreement. For purposes of this Article VIII, (i) the Purchaser, on the one hand, and the Seller, on the other hand, shall be deemed to be the "Indemnified Party”, and (ii) " or the Purchaser, on the one hand, and the Seller on the other hand, shall be deemed to be the “"Indemnitors", as the case may be.

Appears in 1 contract

Samples: Stock Purchase Agreement (Official Information Co)

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