Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 7.

Appears in 7 contracts

Samples: Purchase Agreement (Brooks Automation Inc), Stock Purchase Agreement (Interleaf Inc /Ma/), Interests for Stock Purchase Agreement (Brooks Automation Inc)

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Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 78.

Appears in 4 contracts

Samples: Hotel Acquisition Agreement (Harrell Hospitality Group Inc), Stock Purchase Agreement (E Commerce Group Inc), Purchase Agreement (International Assets Holding Corp)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 79.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Synalloy Corp), Stock Purchase Agreement (Brooks Automation Inc), Agreement and Plan of Merger (Brooks Automation Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 7Article.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Brooks Automation Inc), Asset Purchase Agreement (Brooks Automation Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless unless, and to the extent, it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 78.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fischer Imaging Corp), Asset Purchase Agreement (Hologic Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person indemnified person (the "INDEMNIFIED PERSON") will give notice to the potential Indemnifying Person (the "INDEMNIFYING PERSON") of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 79.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brooks-Pri Automation Inc)

Defense of Third Party Actions. (a) a. Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 75.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mro Software Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she he or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Southern Energy Homes Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any claims, actions or suits of any third party (hereinafter a “Third Party Action”), any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 76.

Appears in 1 contract

Samples: Asset Purchase Agreement (Computer Software Innovations Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will shall give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 711.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interleaf Inc /Ma/)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was materially prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 7Article.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brooks Automation Inc)

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Defense of Third Party Actions. (ai) Promptly after receipt of notice of any Third Party Action, any person Person who believes he, she he or it may be an Indemnified Person will shall give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless except to the extent it was materially prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 712.

Appears in 1 contract

Samples: Asset Purchase Agreement (GateHouse Media, Inc.)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any claims, actions or suits of any third party (hereinafter a “Third Party Action”), any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 79.

Appears in 1 contract

Samples: Asset Purchase Agreement (Computer Software Innovations Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she he or it may be an Indemnified Person will shall give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it the Indemnifying Person was prejudiced thereby, nor will it relieve him or it of any liability which he or it may have other than under this Article 712.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kaynar Technologies Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will promptly give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 79.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrum Control Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 76.

Appears in 1 contract

Samples: Purchase Agreement (Ufp Technologies Inc)

Defense of Third Party Actions. (a) Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give notice to the potential Indemnifying Person of such action. The omission to give such notice to the Indemnifying Person will not relieve the Indemnifying Person of any liability hereunder unless hereunder, except to the extent, but only to the extent, it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Article 710.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boston Biomedica Inc)

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