Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only to the extent that, the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such notice.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (NewGen Technologies, Inc)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 5.2 or 12.2 Section 5.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such notice.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Thermedics Inc), Asset Purchase Agreement (Thermedics Detection Inc)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party Indemnified Person under Section 12.1 5.2 or 12.2 Section 6.3 of notice of the commencement of any Proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such SectionIndemnifying Party, give notice to the indemnifying party such Indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to any indemnified partyIndemnified Person, except, and only except to the extent that, that the indemnifying party Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such notice.
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Samples: Membership Interest Purchase Agreement (Rafael Holdings, Inc.)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such notice.
Appears in 1 contract
Samples: Stock Purchase Agreement (Medicis Pharmaceutical Corp)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 11.1 or 12.2 11.2 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such notice.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such notice.
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Procedures for Indemnification; Third Party Claims. (a) Promptly Subject to any limitations provided in Section 6.4, promptly after receipt by an indemnified party under Section 12.1 6.2 or 12.2 Section 6.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s 's failure to give such notice.
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Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 10.2 or 12.2 Section 10.3 of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying indemnified party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such notice.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tel Instrument Electronics Corp)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 7.2 or 12.2 Section 7.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s 's failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Allied Healthcare Products Inc)
Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 12.1 or 12.2 of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Section 9, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such notice.
Appears in 1 contract
Samples: Realname Sales Representative Agreement (Realnames Corp)
Procedures for Indemnification; Third Party Claims. (a) 7.5.1 Promptly after receipt by an indemnified party under Section 12.1 7.2 or 12.2 7.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except, and only except to the extent that, that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such notice.
Appears in 1 contract
Samples: Stock Purchase Agreement (Genetronics Biomedical Corp)