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Common use of Third Person Claims Clause in Contracts

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Sections 10.1 or 10.2, hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, and such notice shall be effective if delivered prior to expiration of the period of indemnity pursuant to Sections 10.1 and 10.

Appears in 3 contracts

Samples: Acquisition Agreement (Windstar Resources Inc), Merger Agreement (Internet Service Network Inc), Share Exchange Agreement (Oil & Gas Seekers Inc)

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") ), or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Sections 10.1 Section 11.1 or 10.2, 11.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, to the extent known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such notice shall be effective if delivered prior to expiration of the period of indemnity pursuant to Sections 10.1 and 10.matter so long

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim claim, or of the commencement of any action or proceeding, by a person Person not a party to this Agreement ("a “Third Person") or that could give the commencement of Indemnified Party any action or proceeding by right to assert a Third Personclaim for indemnification hereunder, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Sections 10.1 Section 14.1 or 10.2, 14.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, and such notice shall be effective if delivered prior to expiration of the period of indemnity pursuant to Sections 10.1 and 10.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Mercantile Bankshares Corp)

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") ), or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Sections 10.1 Section 11.1, 11.2 or 10.2, 11.5 hereof hereinafter (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or of the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such notice shall be effective if delivered prior to expiration of matter so long as the period of indemnity pursuant to Sections 10.1 and 10.Indemnifying Party

Appears in 1 contract

Samples: Agreement and Plan of Organization (Marinemax Inc)

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Sections 10.1 10. 1 or 10.2, hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, and such notice shall be effective if delivered prior to expiration of the period of indemnity pursuant to Sections 10.1 10. 1 and 10.

Appears in 1 contract

Samples: Acquisition Agreement (Iron Mask Mining Co)

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person or entity not a party to this Agreement ("Third Person") ), or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Sections 10.1 Section 11.1 or 10.2, 11.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, and such notice shall be effective if delivered prior to expiration of the period of indemnity pursuant to Sections 10.1 and 10.amount

Appears in 1 contract

Samples: Merger Agreement (Enfinity Corp)