Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this §8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification Demand.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Caneum Inc), Stock Purchase Agreement (Caneum Inc), Stock Exchange Agreement (Caneum Inc)

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Matters Involving Third Parties. (i) If any third party notifies shall notify any Party (the "Indemnified Party") with respect to any matter (a “Third-"Third Party Claim") that which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this §8ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) either (A) the Indemnifying Party thereby is thereby prejudiced. If the contents and delivery of , or (B) the notice from is otherwise given after the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined dates or time periods specified in §8(e)) pursuant to §8(ess.8(b)(ii)(B), then such notice shall also be deemed to be an Indemnification Demandss.8(c)(ii)(B), or ss.8(c)(ii)(C) above, as applicable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc)

Matters Involving Third Parties. (i) If any third party notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this §85, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e5(e)) pursuant to §8(e5(e), then such notice shall also be deemed to be an Indemnification Demand.

Appears in 2 contracts

Samples: Agreement to Purchase Stock (Caneum Inc), Agreement to Purchase Stock (Caneum Inc)

Matters Involving Third Parties. (i1) If any third party notifies any Party shall notify either a Vianet Indemnified Person or the Infinop Stockholders, as the case may be (the “Indemnified Party”in EITHER CASE, AN "INDEMNIFIED PARTY") with respect to any matter WITH RESPECT TO ANY MATTER (a “Third-Party Claim”A "THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party INDEMNIFICATION AGAINST ANY OTHER PARTY (the “Indemnifying Party”THE "INDEMNIFYING PARTY") under this §8Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingEACH INDEMNIFYING PARTY THEREOF IN WRITING; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification Demand.

Appears in 1 contract

Samples: Execution Copy (Vianet Technologies Inc)

Matters Involving Third Parties. (ia) If Promptly after the receipt by any third party notifies any Party Person entitled to indemnification pursuant to this Article 8 (the “Indemnified Party”) with respect to of notice of any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other hereunder, the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) under this §8, then the Indemnified of such Third Party shall promptly notify each Indemnifying Party thereof in writingClaim; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. If In the contents event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and delivery of the notice from the Indemnified Party in such event references in this Section 8.4 to the Indemnifying Parties satisfy Party shall be to the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification DemandRepresentative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Openwave Systems Inc)

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Matters Involving Third Parties. (ia) If any third party notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other the Indemnifying Party (the “Indemnifying Party”) under this §8Article IX, then the Indemnified Party shall must promptly after receipt of notice of the Third Party Claim notify each the Indemnifying Party thereof in writing; provided. Such notice shall state the nature and basis of such Third Party Claim and the amount thereof to the extent known, howeverand shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, that including without limitation, any summons, complaint or other pleading which may have been served, any written demand or other document or instrument. Notwithstanding the foregoing, no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification Demandmaterially prejudiced thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (DLH Holdings Corp.)

Matters Involving Third Parties. (i) If any third party notifies shall notify any Party (the "Indemnified Party") with respect to any matter (a “Third-"Third Party Claim") that which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this §Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. If (ii) Any Indemnifying Party will have the contents and delivery of the notice from right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification Demand.the

Appears in 1 contract

Samples: Asset Purchase Agreement (Rocky Mountain Internet Inc)

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