Third Person Claims. 8.3.1 Promptly after a DoveBid Indemnitee 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 (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, the DoveBid Indemnitee shall, as a condition precedent to a claim with respect thereto being made against the Shareholders, give the Representative written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis for the DoveBid Indemnitee's request for indemnification under this Agreement; provided, however, that the failure of the DoveBid Indemnitee to give timely notice hereunder shall relieve the Shareholders of their indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the Shareholders' ability to defend such claim.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc)
Third Person Claims. 8.3.1 Promptly after a DoveBid Indemnitee has received notice of of, or has knowledge of 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 (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, the DoveBid Indemnitee shall, as a condition precedent to a claim with respect thereto being made against the ShareholdersShareholder, give the Representative Shareholder written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis for the DoveBid Indemnitee's request for indemnification under this Agreement; provided, however, that the failure of the DoveBid Indemnitee to give timely notice hereunder shall relieve the Shareholders Shareholder of their its indemnification obligations under this Agreement to the extent, but only to the extent that, that such failure materially prejudices the Shareholders' Shareholder's ability to defend such claim.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dovebid Inc), Stock Purchase Agreement (Dovebid Inc)
Third Person Claims. 8.3.1 Promptly after a DoveBid Indemnitee 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 (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, the that DoveBid Indemnitee shall, as a condition precedent to a claim with respect thereto being made against the ShareholdersPrincipals by any DoveBid Indemnitee, give the Representative Xxxxx written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis for the DoveBid Indemnitee's request for indemnification under this Agreement; provided, however, that the failure of the DoveBid Indemnitee to give timely notice hereunder shall relieve the Shareholders Principals and Trustee of their indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the ShareholdersPrincipals' and Trustee's ability to defend such claim.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Dovebid Inc), Asset Purchase Agreement (Dovebid Inc)
Third Person Claims. 8.3.1 8.2.1 Promptly after a DoveBid Indemnitee has received notice of of, or has knowledge of 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 (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, the DoveBid Indemnitee shall, as a condition precedent to a claim with respect thereto being made against the Shareholdersa Shareholder, give the Representative such Shareholder written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis for the DoveBid Indemnitee's request for indemnification under this Agreement; provided, however, that the failure of the DoveBid Indemnitee to give timely notice hereunder shall relieve the Shareholders Shareholder of their its indemnification obligations under this Agreement to the extent, but only to the extent that, that such failure materially prejudices the Shareholders' such Shareholder's ability to defend such claim.
Appears in 2 contracts
Samples: Share Purchase Agreement (Dovebid Inc), Share Purchase Agreement (Dovebid Inc)
Third Person Claims. 8.3.1 8.4.1 Promptly after a DoveBid Indemnitee an Indemnified Person 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 (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, the DoveBid Indemnitee Indemnified Person shall, as a condition precedent to a claim with respect thereto being made against the Shareholdersan Indemnifying Person, give the Representative Indemnifying Person written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of Damages damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis for the DoveBid IndemniteeIndemnified Person's request for indemnification under this Agreement; provided, however, that the failure of the DoveBid Indemnitee Indemnified Person to give timely notice hereunder shall relieve the Shareholders Indemnifying Person of their its indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the Shareholders' Indemnifying Person's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Person shall notify the Indemnified Person whether the Indemnifying Person disputes its potential liability to the Indemnified Person under this Article VIII with respect to that Third Person Claim.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dovebid Inc), Agreement and Plan of Merger (Dovebid Inc)
Third Person Claims. 8.3.1 8.4.1 Promptly after a DoveBid Indemnitee any party hereto an Indemnified Person 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 (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, the DoveBid Indemnitee Indemnified Person shall, as a condition precedent to a claim with respect thereto being made against the Shareholdersan Indemnifying Person, give the Representative Indemnifying Person written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of Damages damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis for the DoveBid IndemniteeIndemnified Person's request for indemnification under this Agreement; provided, however, that the failure of the DoveBid Indemnitee Indemnified Person to give timely notice hereunder shall relieve the Shareholders Indemnifying Person of their its indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the Shareholders' Indemnifying Person's ability to defend such claim. Within fifteen (15) days after receipt of such notice (the "Election Period"), the Indemnifying Person shall notify the Indemnified Person whether the Indemnifying Person disputes its potential liability to the Indemnified Person under this Article VIII with respect to that Third Person Claim.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Dovebid Inc), Membership Interest Purchase Agreement (Dovebid Inc)