Common use of Procedure of Indemnification Clause in Contracts

Procedure of Indemnification. (a) Claim Notice. Any party claiming a right to indemnification ------------ hereunder (the "Indemnified Party") shall give the other party from whom ----------------- indemnification is sought (the "Indemnifying Party") prompt written notice (a ------------------ "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of ------------ fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 6, which shall contain (x) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected -------------- to be incurred by the Indemnified Party, (y) a statement that the Indemnified Party is entitled to indemnification under this Section 5 for such Claimed Amount, and (z) a demand for payment; provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interliant Inc)

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Procedure of Indemnification. (a) Claim Notice. Any party claiming a right to indemnification ------------ hereunder (the "Indemnified Party") shall give the other party from whom ----------------- indemnification is sought (the "Indemnifying Party") prompt written notice (a ------------------ "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of ------------ fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 6Article V, which shall contain (x) a description and the amount (the "Claimed Amount") of any Damages or Shareholders Damages, as the case may be, incurred or reasonably expected -------------- to be incurred by the Indemnified Party, (y) a statement that the Indemnified Party is entitled to indemnification under this Section 5 Article V for such Claimed Amount, and (z) a demand for payment; payment provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interliant Inc)

Procedure of Indemnification. (a) Claim Notice. Any party claiming a right to indemnification ------------ hereunder (the "Indemnified Party") shall give the other party from whom ----------------- indemnification is sought (the "Indemnifying Party") prompt written notice (a ------------------ "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of ------------ fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 6Article V, which shall contain (x) a description and the amount (the "Claimed Amount") of any Damages or Company Damages, as the case may be, incurred or reasonably expected -------------- to be incurred by the Indemnified Party, (y) a statement that the Indemnified Party is entitled to indemnification under this Section 5 Article V for such Claimed Amount, and (z) a demand for payment; , provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially and actually prejudiced by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interliant Inc)

Procedure of Indemnification. (a) Claim Notice. Any party claiming a right to indemnification ------------ hereunder (the "Indemnified Party") shall give the other party from whom ----------------- indemnification is sought (the "Indemnifying Party") prompt written notice (a ------------------ "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of ------------ fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 65, which shall contain (x) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected -------------- to be incurred by the Indemnified Party, (y) a statement that the Indemnified Party is entitled to indemnification under this Section 5 for such Claimed Amount, and (z) a demand for payment; provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interliant Inc)

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Procedure of Indemnification. (a) Claim Notice. Any party claiming a right to indemnification ------------ hereunder (the "Indemnified Party") shall give the other party from whom ----------------- indemnification is sought (the "Indemnifying Party") prompt written notice (a ------------------ "Claim Notice") of any claim, demand, action, suit, proceeding or discovery of ------------ fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 6Article IV, which shall contain (x) a description (specifying in detail the facts and circumstances with respect to such claim) and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected -------------- to be incurred by the Indemnified Party, (y) a statement that the Indemnified Party is entitled to indemnification under this Section 5 Article IV for such Claimed Amount, and (z) a demand for payment; provided, however, that no failure to give such Claim Notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Castle Brands Inc)

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