Common use of Failure to Give Timely Notice Clause in Contracts

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party entitled to receive such notice was actually and materially prejudiced as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwise.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alkami Technology, Inc.), Asset Purchase Agreement (Alkami Technology, Inc.)

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Failure to Give Timely Notice. A failure by an a Company Indemnified Party to give timely, complete or accurate notice as provided in this Article IX XI will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 2 contracts

Samples: Merger Agreement (Us Geothermal Inc), Merger Agreement (Us Geothermal Inc)

Failure to Give Timely Notice. A failure by an a Buyer Indemnified Party or a Seller Indemnified Party to give timely, complete or accurate notice as provided in this Article IX ARTICLE VI will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis à-vis its rights and obligations hereunder or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fti Consulting Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Paragraph 2(a) will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Hazardous Substance Indemnification Agreement (Corporate Realty Income Fund I L P)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX VII will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-vis à -vis vis its rights and obligations hereunder or otherwise.

Appears in 1 contract

Samples: Equity Purchase Agreement (Air T Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Section 10.4 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a direct result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Xzeres Wind Corp.)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Paragraph 2.(c) will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Hazardous Substance Indemnification Agreement (Brookdale Living Communities Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights notice. Notwithstanding the foregoing, the parties hereby acknowledge and obligations hereunder or otherwiseagree that nothing in this Section 9.07 shall be deemed to extend any of the time periods set forth in Section 9.01 with respect to the survival of representations and warranties.

Appears in 1 contract

Samples: Agreement (Toyzap.com, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Section 9.2(c) will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced directly damaged as a direct result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Dolan Media CO)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Section 7.5(c) will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced as a direct result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dolan Media CO)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate timely notice as provided in this Article IX VII will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party entitled to receive such notice was actually and materially prejudiced as a result of such failure to give timely notice vis-à -vis à-vis its rights and obligations hereunder or otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alkami Technology, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX SECTION 7.1.3 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dwyer Group Inc)

Failure to Give Timely Notice. A failure by an Indemnified a Claiming Party to give timely, complete or accurate notice as provided in this Article IX Section 8 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Redemption Agreement (Tj International Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Section 8.5(c) will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced directly damaged as a direct result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dolan Media CO)

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Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX will not affect the rights or obligations of any the Indemnifying Party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (OneTravel Holdings, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Section will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Indemnifying Party entitled to receive such notice was actually and deprived of its right to recover payment under its applicable insurance coverage or was otherwise directly or materially prejudiced or damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security National Financial Corp)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX SECTION 3.12 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zebra Technologies Corp/De)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article ARTICLE IX will not affect the rights or obligations of any the Indemnifying Party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (OneTravel Holdings, Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX ARTICLE X will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-vis à -vis vis its rights and obligations hereunder or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red White & Bloom Brands Inc.)

Failure to Give Timely Notice. A failure by an Indemnified Party indemnitee to give timely, complete or accurate notice as provided in this Article IX X will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damages as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Axsys Technologies Inc)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX 11 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Contribution Agreement (Luminant Worldwide Corp)

Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article IX Section 8 will not affect the rights or obligations of any Party party hereunder except and only to the extent that, as a result of such failure, any Party party entitled to receive such notice was actually and materially prejudiced damaged as a result of such failure to give timely notice vis-à -vis its rights and obligations hereunder or otherwisenotice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (R F Industries LTD)

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