Common use of Procedure; Notice of Claims Clause in Contracts

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b), give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claim, and a reference to the provision of this Agreement, or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Wireless Telecom Group Inc), Asset Purchase Agreement (Wireless Telecom Group Inc)

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Procedure; Notice of Claims. (a) Any indemnified party (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)7.1 above, give to the Party party obligated to provide indemnification to such Indemnified Party (the "Indemnifying Party") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netsmart Technologies Inc)

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)8.1 above, give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aeroflex Inc)

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)9.1, give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate agreement or instrument document executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided that a Claim Notice in respect of any legal action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure.

Appears in 1 contract

Samples: Share Purchase Agreement (Aeroflex Inc)

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Procedure; Notice of Claims. (ai) Any indemnified party (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)this Section, give to the Party party obligated to provide indemnification to such Indemnified Party (the "Indemnifying Party") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, Agreement or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third party Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further further, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Herley Industries Inc /New)

Procedure; Notice of Claims. (a) Any indemnified party (the “Indemnified Party”) seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1(b)8.1, give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnifying Party”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any Claims claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such Claimclaim, and a reference to the provision of this Agreement, or any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Claim claim is based; provided that a Claim Notice in respect of any action at law or suit in equity by or against a third party as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it actually shall have been prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aeroflex Inc)

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