Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. In the event that the Indemnitees hall threaten, assert or institute against the Majority Shareholder any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 hereof, the Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an “Indemnity Claim”) of which it has knowledge to be forwarded to the Majority Shareholder in accordance 11.01. Any notice of an Indemnity Claim shall state specifically the provision with respect to which the Indemnity Claim is made, the facts giving rise to such alleged basis for the Indemnity Claim, and the amount of the liability asserted against the Majority Shareholder. Within ten (10) days of the receipt of such written notice, the Majority Shareholder shall notify the Indemnitee in writing of his intent to contest the Indemnity Claim or to accept liability thereunder. In the event that no written notice is received by the Indemnitee within ten (10) days of the original receipt by the Majority Shareholder of the written notice of the Indemnity Claim, the Majority Shareholder hereby acknowledges and agrees to accept liability as proposed in the Indemnity Claim.

Appears in 3 contracts

Samples: Acquisition Agreement (MamaMancini's Holdings, Inc.), Acquisition Agreement (Mascot Properties, Inc.), Acquisition Agreement (Mascot Properties, Inc.)

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Notice of Indemnification. In the event that the Indemnitees hall Indemnitee shall threaten, assert or institute against the Majority Shareholder Sole Officer any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 hereof, the Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an “Indemnity Claim”) of which it has knowledge to be forwarded to the Majority Shareholder Sole Officer in accordance accordance with Section 11.01. Any notice of an Indemnity Claim shall state specifically the provision with respect to which the Indemnity Claim is made, the facts giving rise to such alleged basis for the Indemnity Claim, and the amount of the liability asserted against the Majority ShareholderSole Officer. Within ten (10) days of the receipt of such written notice, the Majority Shareholder Sole Officer shall notify the Indemnitee in writing of his intent to contest the Indemnity Claim or to accept liability thereunder. In the event that no written notice is received by the Indemnitee within ten (10) days of the original receipt by the Majority Shareholder Sole Officer of the written notice of the Indemnity Claim, the Majority Shareholder Sole Officer hereby acknowledges acknowledge and agrees agree to accept liability as proposed in the Indemnity Claim.

Appears in 2 contracts

Samples: Acquisition Agreement, Acquisition Agreement (Lighttouch Vein & Laser Inc)

Notice of Indemnification. In the event that the Indemnitees hall Indemnitee shall threaten, assert or institute against the Majority Shareholder Members any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 hereof, the Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an “Indemnity Claim”) of which it has knowledge to be forwarded to the Majority Shareholder Members in accordance accordance with Section 11.01. Any notice of an Indemnity Claim shall state specifically the provision with respect to which the Indemnity Claim is made, the facts giving rise to such alleged basis for the Indemnity Claim, and the amount of the liability asserted against the Majority ShareholderMembers. Within ten (10) days of the receipt of such written notice, the Majority Shareholder Members shall notify the Indemnitee in writing of his intent to contest the Indemnity Claim or to accept liability thereunder. In the event that no written notice is received by the Indemnitee within ten (10) days of the original receipt by the Majority Shareholder Members of the written notice of the Indemnity Claim, the Majority Shareholder Members hereby acknowledges acknowledge and agrees agree to accept liability as proposed in the Indemnity Claim.

Appears in 2 contracts

Samples: Acquisition Agreement, Acquisition Agreement (Lighttouch Vein & Laser Inc)

Notice of Indemnification. In the event that the Indemnitees hall Indemnitee shall threaten, assert or institute against the Majority Shareholder Shareholders any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 hereof, the Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an “Indemnity Claim”) of which it has knowledge to be forwarded to the Majority Shareholder Shareholders in accordance accordance with Section 11.01. Any notice of an Indemnity Claim shall state specifically the provision with respect to which the Indemnity Claim is made, the facts giving rise to such alleged basis for the Indemnity Claim, and the amount of the liability asserted against the Majority ShareholderShareholders. Within ten (10) days of the receipt of such written notice, the Majority Shareholder Shareholders shall notify the Indemnitee in writing of his intent to contest the Indemnity Claim or to accept liability thereunder. In the event that no written notice is received by the Indemnitee within ten (10) days of the original receipt by the Majority Shareholder Shareholders of the written notice of the Indemnity Claim, the Majority Shareholder Shareholders hereby acknowledges acknowledge and agrees agree to accept liability as proposed in the Indemnity Claim.

Appears in 1 contract

Samples: Acquisition Agreement (Anglesea Enterprises, Inc.)

Notice of Indemnification. In the event that the Indemnitees hall Company Indemnitee shall threaten, assert or institute against the Majority Shareholder TCA any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 6.01 hereof, the Company Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an a Indemnity Company Indemnitee Claim”) of which it has knowledge to be forwarded to the Majority Shareholder TCA in accordance 11.01accordance with this Section 6.02. Any notice of an Indemnity a Company Indemnitee Claim shall state specifically the provision with respect to which the Indemnity Company Indemnitee Claim is made, the facts giving rise to such alleged basis for the Indemnity Company Indemnitee Claim, and the amount of the liability asserted against the Majority ShareholderTCA. Within ten (10) days of the receipt of such written notice, the Majority Shareholder TCA shall notify the Company Indemnitee in writing of his intent to contest the Indemnity Company Indemnitee Claim or to accept liability thereunder. In the event that no written notice is received by the Company Indemnitee within ten (10) days of the original receipt by the Majority Shareholder TCA of the written notice of the Indemnity Company Indemnitee Claim, the Majority Shareholder TCA hereby acknowledges acknowledge and agrees agree to accept liability as proposed in the Indemnity Company Indemnitee Claim.

Appears in 1 contract

Samples: Acquisition Agreement (Tca Global Credit Master Fund Lp.)

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Notice of Indemnification. In the event that the Indemnitees hall Indemnitee shall threaten, assert or institute against the Majority Shareholder any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 hereof, the Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an “Indemnity Claim”) of which it has knowledge to be forwarded to the Majority Shareholder in accordance accordance with Section 11.01. Any notice of an Indemnity Claim shall state specifically the provision with respect to which the Indemnity Claim is made, the facts giving rise to such alleged basis for the Indemnity Claim, and the amount of the liability asserted against the Majority Shareholder. Within ten (10) days of the receipt of such written notice, the Majority Shareholder shall notify the Indemnitee in writing of his intent to contest the Indemnity Claim or to accept liability thereunder. In the event that no written notice is received by the Indemnitee within ten (10) days of the original receipt by the Majority Shareholder of the written notice of the Indemnity Claim, the Majority Shareholder hereby acknowledges acknowledge and agrees agree to accept liability as proposed in the Indemnity Claim.

Appears in 1 contract

Samples: Acquisition Agreement (Clutterbug Move Management, Inc.)

Notice of Indemnification. In the event that the Indemnitees hall TCA Indemnitee shall threaten, assert or institute against the Majority Shareholder Company any claim or demand in respect of which payment may be sought, including, without limitation, pursuant to Section 10.02 6.03 hereof, the TCA Indemnitee shall promptly cause written notice of the assertion of any such claim or demand (an “TCA Indemnity Claim”) of which it has knowledge to be forwarded to the Majority Shareholder Company in accordance 11.01accordance with this Section 6.04. Any notice of an TCA Indemnity Claim shall state specifically the provision with respect to which the TCA Indemnity Claim is made, the facts giving rise to such alleged basis for the TCA Indemnity Claim, and the amount of the liability asserted against the Majority ShareholderCompany. Within ten (10) days of the receipt of such written notice, the Majority Shareholder Company shall notify the TCA Indemnitee in writing of his its intent to contest the TCA Indemnity Claim or to accept liability thereunder. In the event that no written notice is received by the TCA Indemnitee within ten (10) days of the original receipt by the Majority Shareholder Company of the written notice of the Indemnity Claim, the Majority Shareholder Company hereby acknowledges and agrees to accept liability as proposed in the TCA Indemnity Claim.

Appears in 1 contract

Samples: Acquisition Agreement (Tca Global Credit Master Fund Lp.)

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