Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder or the Company Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 6 contracts

Samples: Share Exchange Agreement (Nutriband Inc.), Share Exchange Agreement (Bioenergy Inc.), Share Exchange Agreement (Attorneys Com Inc)

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Procedure for Third Party Claims. (a) Notice to the indemnifying party Party shall be given promptly after receipt by the a Shareholder Indemnitee or the a Company Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Exchange Agreement (Tree Top Industries, Inc.)

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder any Seller Indemnitee or the Company Buyer Indemnitee of actual knowledge Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Asset Purchase Agreement (Top Source Technologies Inc)

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder any Seller Indemnitee or the Company Purchaser Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Agreement (Attorneys Com Inc)

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder or the Company Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Exchange Agreement (Orbis Development Inc)

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder any Seller Indemnitee or the Company Buyer Indemnitee of actual knowledge Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trend Lines Inc)

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder MIT, Cimerman or the Company Indemnitee HMLF of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Homelife Inc)

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Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder Shareholders or the Company Sionix Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Share Exchange Agreement (Sionix Corp)

Procedure for Third Party Claims. (ai) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder any Seller Indemnitee or the Company Indemnitee of actual knowledge Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (Americas Senior Financial Services Inc)

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by the Shareholder Seller or the Company Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Exchange Agreement (Burrow Mining Inc.)

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