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 Article 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 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: Stock Purchase Agreement (Interliant Inc)

AutoNDA by SimpleDocs

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 Article VIV, 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 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 Article V IV 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 (Castle Brands 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 Article VSection 5, 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 Article V Section 5 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 Article V, which shall contain (x) a description and the amount (the "Claimed Amount") of any Damages or Shareholders 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 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: Asset Purchase Agreement (Interliant Inc)

AutoNDA by SimpleDocs

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 Article VSection 6, 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 Article V Section 5 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: Merger Agreement (Interliant Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!