Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above 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 written 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 materially prejudiced by the indemnified party’s failure to give such notice.

Appears in 1 contract

Samples: Agreement and Bill of Sale (Acacia Diversified Holdings, Inc.)

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PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above this Article ------- 11 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 Sectionthis Article 11, give written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 9.2 or 13.4 above 9.3 of notice of the commencement of any Proceeding proceeding against itit (a "PROCEEDING"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: License and Exchange Agreement (Eurotech LTD)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 8.2 ----------- or 13.4 above Section 8.3 of notice of the commencement of any Proceeding (as defined ----------- below) against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Industrial Training Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 8.2, 8.5 or 13.4 above (to the extent provided in the last sentence of Section 8.4) Section 8.4 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 Sectionsection, give written 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 materially prejudiced by the indemnified indemnifying party’s failure to give such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 Sections 11.2, 11.3 or 13.4 above 11.4 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 written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Noncompetition Agreement (Pacific Coast Apparel Co Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. 10.6.1 Promptly after receipt by an indemnified party under Section 13.3 10.2 or 13.4 above (to the extent provided in the last sentence of Section 10.3) 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 written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integrated Security Systems Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 6.2, 6.3, 6.3A, 6.3B or 13.4 above 6.4 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 written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Memorandum of Purchase and Sale Agreement (Imco Recycling Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 12.2 or 13.4 above 12.4, or (to the extent provided in the last sentence of Section 12.3) Section 12.3 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 written 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 and only to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gainsco Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above this ARTICLE 7 of notice of the commencement of any Proceeding proceeding against itit by a third party, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 7, give written 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 materially prejudiced by the indemnified party’s failure to give such notice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (ZAGG Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 10.2, 10.3, or 13.4 above 10.4, 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 Sectionsection, give written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above 12.2 of notice of any Threatened Proceeding against it or 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 written 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 materially prejudiced by the indemnified indemnifying party’s failure to give such notice.

Appears in 1 contract

Samples: Escrow Agreement (Primal Solutions Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (A) Promptly after receipt by an indemnified party under Section 13.3 9.2, Section 9.3, Section 9.4 or 13.4 above Section 9.5, as applicable, 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 Sectionsection, give written 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 materially prejudiced by the indemnified party’s failure to give such notice.

Appears in 1 contract

Samples: Purchase Agreement (Finisar Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (1) Promptly after receipt by an indemnified party under Section 13.3 11.2, 11.3, 11.4, or 13.4 above 11.5 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 written 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 materially prejudiced by the indemnified indemnifying party’s failure to give such notice.

Appears in 1 contract

Samples: Transfer and Contribution Agreement (Calgon Carbon Corporation)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an a party indemnified party under Section 13.3 8.1, 8.2 or 13.4 above 8.3 of notice of the commencement of any Proceeding against it, such by a Third Party, any indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written 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 materially prejudiced by the indemnified party’s failure to give such notice.. 36

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (DHX Media Ltd.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above of any notice of the commencement commencment of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 8.02, give prompt written notice prior to the expiration of the Survival Period to the indemnifying party of the commencement of such claim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any such indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the such indemnified party’s failure to give such noticeprompt notice or where such notice is given after the expiration of the Survival Period.

Appears in 1 contract

Samples: Asset Purchase Agreement (STERLING CONSOLIDATED Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. 6.8.1 Promptly after receipt by an indemnified party under Section 13.3 6.2 or 13.4 above 6.3 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 either such Section, give written 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 materially prejudiced by the indemnified party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Techteam Global Inc)

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PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. i. Promptly after receipt by an indemnified party under Section 13.3 12.b. or 13.4 above 12.c. 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 written prompt notice in writing to the indemnifying party of the assertion and 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aerolink International Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 9.2 or 13.4 above 9.4 of notice of the commencement of any Proceeding proceeding against itit (a "Proceeding"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Financial Intranet Inc/Ny)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above of notice of the commencement or Threatened commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Article 10 or Section 11.5, give written notice to the indemnifying party of the commencement or reasonably anticipated 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 materially actually prejudiced by the indemnified party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standex International Corp/De/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 Sections 10.2, 10.3 or 13.4 above 10.4, 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 written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Insignia Financial Group Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.113.4.1. Notice Subject to Indemnifying Party. Promptly Section 13 hereof, promptly after receipt by an indemnified party under Section 13.3 13.2 or 13.4 above 13.3, of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, promptly give written notice to the indemnifying party of the commencement of such claim, but the failure promptly 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 or settlement of such action is materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Products International Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above 10.2 of notice of the commencement of any Proceeding against itit (a “Third Party Claim Proceeding”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claimThird Party 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 materially prejudiced by the indemnified indemnifying party’s failure to give such prompt notice.

Appears in 1 contract

Samples: Share Purchase and Transfer Agreement (Cohu Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above of notice of the commencement or Threatened commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, this Article 10 give written notice to the indemnifying party of the commencement or reasonably anticipated 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 materially actually prejudiced by the indemnified party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standex International Corp/De/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 or 13.4 above 9.02 of notice of the commencement of any Proceeding demand, claim or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.02, give written notice to the indemnifying party of the commencement of such claimclaim within 20 days of the notice of such demand, claim or proceeding, 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Contribution Agreement (Seaboard Corp /De/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. 9.3.1 Promptly after receipt by an indemnified party under Section 13.3 9.1 or 13.4 above 9.2 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 SectionSection 9.1 or 9.2, give written 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 an indemnified party, except to the me extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Homeland Security Network, Inc.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. 10.9.1 Promptly after receipt by an indemnified party under Section 13.3 10.2 or 13.4 above (to the extent provided in the last sentence of Section 10.3) 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 written 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 materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imco Recycling Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 13.8.1. Notice to Indemnifying Party. (a) Promptly after receipt by an indemnified party under Section 13.3 10.2, 10.3, or 13.4 above Section 10.4 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 written 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 materially prejudiced by the indemnified indemnifying party’s failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Verilink Corp)

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