Common use of PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 24 contracts

Samples: Stock Purchase Agreement (Kenloc, Inc.), Stock Purchase Agreement (Focus Universal Inc.), Share Purchase Agreement (SecureAlert, Inc.)

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PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party Party from whom indemnification is sought.

Appears in 22 contracts

Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Share Purchase Agreement (Transatlantic Petroleum Ltd.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 10 contracts

Samples: Contribution Agreement (Pennsylvania Real Estate Investment Trust), Contribution Agreement (Pennsylvania Real Estate Investment Trust), Asset Purchase Agreement (Hunt Manufacturing Co)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtobligated to indemnify and will be paid promptly after such notice.

Appears in 6 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Knowles Electronics Holdings Inc), Contribution Agreement (MHI Hospitality CORP)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 6 contracts

Samples: Purchase Agreement (Investview, Inc.), Stock Purchase Agreement (Escalon Medical Corp), Membership Interest Purchase Agreement (Suiza Foods Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by written notice to the party Party from whom indemnification is sought.

Appears in 5 contracts

Samples: Share Purchase Agreement, Asset Purchase Agreement (Ambassadors International Inc), Stock Purchase Agreement (Covenant Transport Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third- party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 4 contracts

Samples: Contribution Agreement (Seaboard Corp /De/), Stock Purchase Agreement (Ametek Inc/), Merger Agreement (Andal Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for --------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Entravision Communications Corp), Asset Purchase Agreement (Thermedics Detection Inc), Credit Agreement (Agway Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-third party claim Claim may be asserted by written notice from the Indemnified Party to the party from whom indemnification is soughtIndemnifying Party. Such notice shall specify the factual basis of such Claim and the amount thereof in reasonable detail to the extent then known by the Indemnified Party.

Appears in 4 contracts

Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Stockgroup Information Systems Inc), Purchase Agreement (Aether Systems Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for ------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Standard Pacific Corp /De/), Asset Purchase Agreement (One Source Telecommunications Inc), Stock Purchase Agreement (Polyphase Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 4 contracts

Samples: Stock Purchase Agreement (AFH Acquisition IX, Inc.), Stock Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Metalico Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtIndemnifying Party.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Rafael Holdings, Inc.), Asset Purchase Agreement (Callwave Inc), Purchase Agreement (Chastain Capital Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification under Section 10.2 for any matter not involving a third-party claim may be asserted by an indemnified party only by giving prompt written notice prior to the party from whom indemnification is soughtexpiration of the Survival Period to the indemnifying party.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ply Gem Holdings Inc), Stock Purchase Agreement (Fortune Brands Home & Security, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for -------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 2 contracts

Samples: Merger Agreement (Aon Corp), Stock Purchase Agreement (Industrial Training Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice as provided herein to the party from whom indemnification is sought.

Appears in 2 contracts

Samples: Settlement Agreement (Innovative Software Technologies Inc), Settlement Agreement (Innovative Software Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtsought in accordance with the provisions of Section 6.6.

Appears in 2 contracts

Samples: Stock Purchase Agreement (World Acceptance Corp), Stock Purchase Agreement (World Acceptance Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice and with such notice provide a copy of any demand letter, summons or applicable correspondence, and any information with respect to insurance which may cover such claim and information with respect to any third party who may be liable to an Indemnified Person in connection therewith. to the party from whom indemnification is sought.

Appears in 2 contracts

Samples: Merger Agreement (Celtic Investment Inc), Merger Agreement (Davis Roger D)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtsought and will be paid promptly after such notice.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Healthstream Inc), Stock Purchase Agreement (Healthstream Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a thirdThird-party claim Party Claim may be asserted by written notice to the party Party from whom indemnification is sought.

Appears in 2 contracts

Samples: Contribution Agreement (AAC Holdings, Inc.), Merger Agreement (Panhandle Royalty Co)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought. If the indemnifying party disputes its liability with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute prior to pursuing other remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Global Industrial Technologies Inc), Asset Purchase Agreement (Global Industrial Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtIndemnifying Party as provided herein.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callwave Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtIndemnifying Parties.

Appears in 2 contracts

Samples: Merger Agreement (Starbase Corp), Merger Agreement (Starbase Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written timely notice to the party from whom indemnification is soughtsought outlining in reasonable detail the facts and basis of the claim.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Astec Industries Inc), Stock Purchase Agreement (Astec Industries Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-party claim Claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ascendant Solutions Inc), Merger Agreement (Commercial Metals Co)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC), Master Indemnification Agreement (Apartment Investment & Management Co)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by written notice to the party Party from whom indemnification is sought.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Photomedex Inc), Stock Purchase Agreement (Wireless Facilities Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-party claim Claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Insurance Management Solutions Group Inc), Stock Purchase Agreement (Insurance Management Solutions Group Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may can be asserted by written notice to the party Party from whom indemnification is soughtsought within the periods specified in Section 9.3, if any.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fremont General Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Royster-Clark Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice (the "Indemnity Notice") to the party from whom indemnification is soughtsought subject to the limitations otherwise contained in this Article XI.

Appears in 1 contract

Samples: Stock Purchase Agreement (Big Flower Holdings Inc/)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification under Section 5.15(c) or (d), as applicable, for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CNL Retirement Properties Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for -------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtIndemnifying Party.

Appears in 1 contract

Samples: Website Development and Hosting Agreement (Moore Medical Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the indemnifying party from whom indemnification is soughtthe party seeking indemnification.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Payors & United Providers Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.sought within the relevant timeframe as described in this Article X.

Appears in 1 contract

Samples: Contribution & Membership Interest Purchase Agreement (Pw Eagle Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.. ^ ^

Appears in 1 contract

Samples: Purchase Agreement (X Ceed Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party Surge U.S. from whom indemnification is sought.

Appears in 1 contract

Samples: Release and Indemnification Agreement (Surge Global Energy, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification Claim for any matter not involving a third-third party claim may be asserted by written notice to the party Party from whom indemnification is sought, subject to the jurisdiction provisions of this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for ------------------------------------------ indemnification for any matter not involving a third-third party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Stock Purchase Agreement (Polyphase Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a thirdThird-party claim Party Claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Share Purchase Agreement (Emcore Corp)

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PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for -------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by written notice to the other party from whom indemnification is sought.

Appears in 1 contract

Samples: Purchase Agreement (Material Sciences Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may an Third Party Claim shall be asserted made by delivering written notice of the claim (specifying the details of the claim, relevant provisions of this Agreement and the amount of the claim) to the party from whom indemnification is being sought.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SiVault Systems, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A An indemnification claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by written notice to the party from whom indemnification is soughtIndemnitor.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (Nelnet Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a thirdThird-party claim Party Claim may be asserted by written notice from Parent or the Shareholder Representative, to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Merger Agreement (New Ulm Telecom Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice given to the party Party from whom indemnification is sought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Per Se Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kupper Parker Communications Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party Party from whom indemnification is soughtsought in accordance with this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metasolv Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.sought to the extent permitted under applicable Legal Requirements. -29- Neenah-Wausau Asset Purchase Agreement

Appears in 1 contract

Samples: Asset Purchase Agreement (Wausau Paper Corp.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim or a Tax Claim may be asserted by written notice to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Multifoods Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice in writing to the party from whom indemnification is sought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Compudyne Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought, subject, however, to the other terms and provisions of this Agreement.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Iti Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification hereunder for any matter not involving a thirdThird-party claim Party Claim may be asserted by written notice to the party Party from whom such indemnification is sought.

Appears in 1 contract

Samples: Stock Purchase Agreement (Esterline Technologies Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom which indemnification is sought.

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Hospital Services Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtsought within a reasonable time after determination that an event has occurred that has given rise to a right of indemnification hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natural Alternatives International Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the indemnifying party from whom indemnification is sought.

Appears in 1 contract

Samples: Separation and Release Agreement (Elektryon)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtsought describing in reasonable detail the basis for such claim and presenting all available documentation with respect thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Convergence Communications Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought.”

Appears in 1 contract

Samples: Stock Purchase Agreement (LoopNet, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtindemnifying party.

Appears in 1 contract

Samples: Acquisition Agreement (Rafael Holdings, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is sought, specify in reasonable detail the nature of the claim, and, if known, the amount, or an estimate of an amount, of the liability arising therefrom. The party seeking indemnification shall provide to the indemnifying party as promptly as practicable thereafter with information and documentation reasonably requested by the indemnifying party to support and verify the asserted claim.

Appears in 1 contract

Samples: Merger Agreement (Integrated Security Systems Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for -------------------------------------------- indemnification for any matter not involving a third-party claim may shall be asserted by written notice to the party Indemnifying Party from whom indemnification is sought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Entravision Communications Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification ---------------------------------------------- for any matter not involving a third-party claim may Third Party Claim shall be asserted made by delivering during the indemnification Period written notice of the claim (specifying the details of the claim, relevant provisions of this Agreement and the amount of the claim) to the party from whom indemnification is being sought.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SiVault Systems, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by written notice to the party Indemnitor from whom indemnification is soughtthe Indemnitee.

Appears in 1 contract

Samples: Asset Purchase Agreement (Finish Line Inc /In/)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by written notice to the party from whom indemnification is soughtIndemnifying Person(s).

Appears in 1 contract

Samples: Share Purchase Agreement (Fuisz Technologies LTD)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtsought prior to the expiration of the applicable Survival Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kforce Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the party from whom indemnification is soughtParty obligated to indemnify pursuant to Section 9.1 and will be paid promptly after such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harris Interactive Inc)

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