Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 10.2 or Section 10.3, of notice of the commencement of any Proceeding against it, such indemnified Party will, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying Party will not relieve the indemnifying Party of any liability that it may have to any indemnified Party, except to the extent that the indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnifying Party’s failure to give such notice.
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Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)
Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 10.2 or Section 10.3, of notice of the commencement of any Proceeding against it, such indemnified Party will, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying Party will not relieve the indemnifying Party of any liability that it may have to any indemnified Party, except to the extent that the indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnifying Party’s 's failure to give such notice.
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Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)
Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 10.2 8.2 or Section 10.3, 8.3 of notice of the commencement of any Proceeding against itsuch indemnified party, such indemnified Party willparty shall, if a claim is to be made against an indemnifying Party party under such Section, give notice to the indemnifying Party party of the commencement of such claim; provided, but however, that the failure to notify the indemnifying Party will party shall not relieve the indemnifying Party party of any liability that it such indemnifying party may have to any indemnified Partyparty, except to the extent that the indemnifying Party party demonstrates that the defense of such action is prejudiced by the indemnifying Partyindemnified party’s failure to give such notice.
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Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 10.2 12.2 or Section 10.3, 12.3 of notice of the commencement of any Proceeding against it, such indemnified Party party will, if a claim is to be made against an indemnifying Party party under such Section, give notice to the indemnifying Party party of the commencement of such claim, but the failure to notify the indemnifying Party party will not relieve the indemnifying Party party of any liability that it may have to any indemnified Partyparty, except to the extent that the indemnifying Party party demonstrates that the defense of such action indemnifying party is prejudiced by the indemnifying Party’s indemnified party's failure to give such notice, and then only to the extent of such prejudice.
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Samples: Stock Purchase Agreement (Emcon)