Common use of Procedure - Third Party Claims Clause in Contracts

Procedure - Third Party Claims. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (“Third Party Claim”), such Indemnified Party will, if a Claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such Claim (together with copies of any legal papers served), provided, however, that the failure to promptly 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 prejudiced or made more expensive by the Indemnified Party’s failure to give such notice.

Appears in 2 contracts

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

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Procedure - Third Party Claims. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (“Third Party Claim”), such Indemnified Party will, if a Claim claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such Claim claim (together with copies of any legal papers served), provided, however, that the failure to promptly 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 rights of the Indemnifying Party demonstrates that the defense of are actually prejudiced by such action is prejudiced or made more expensive by the Indemnified Party’s failure to give such noticefailure.

Appears in 1 contract

Samples: Share Purchase Agreement (Aeroflex Inc)

Procedure - Third Party Claims. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (“Third Party Claim”)it, such Indemnified Party will, if a Claim for indemnification claim is to be made against an Indemnifying Party, provide give notice to the Indemnifying Party written notice of the commencement of such Claim (together with copies of any legal papers served)claim, provided, however, that but the failure to promptly 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 prejudiced or made more expensive by the Indemnified Indemnifying Party’s 's failure to give such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aeroflex Inc)

Procedure - Third Party Claims. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party Person (“Third Party Claim”), such Indemnified Party will, if a Claim claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such Claim claim (together with copies of any legal papers served), provided, however, that ) but the failure to promptly 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 prejudiced or made more expensive by the Indemnified Party’s failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aeroflex Inc)

Procedure - Third Party Claims. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party Person ("Third Party Claim"), such Indemnified Party will, if a Claim claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such Claim claim (together with copies of any legal papers served), provided, however, that ) but the failure to promptly 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 prejudiced (or made more expensive expensive) by the Indemnified Party’s 's failure to give such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netsmart Technologies Inc)

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Procedure - Third Party Claims. (ai) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party Person ("Third Party Claim"), such Indemnified Party will, if a Claim claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such Claim claim (together with copies of any legal papers served), provided, however, that ) but the failure to promptly 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 prejudiced or made more expensive by the Indemnified Party’s 's failure to give such notice.

Appears in 1 contract

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

Procedure - Third Party Claims. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any proceeding against it by a third party (“Third Party Claim”), such Indemnified Party will, if a Claim claim for indemnification is to be made against an Indemnifying Party, provide to the Indemnifying Party written notice of the commencement of such Claim claim (together with copies of any legal papers served), provided, however, however that the failure to promptly 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 prejudiced or made more expensive by the Indemnified Party’s failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aeroflex Inc)

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