Common use of Notice; Defense of Claims Clause in Contracts

Notice; Defense of Claims. (a) Promptly after receipt by an Indemnified Party of notice of any third party or other claim, liability or expense to which the indemnification obligations hereunder would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party or parties, but the omission to so notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that the indemnifying party or parties shall have been materially prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted.

Appears in 4 contracts

Samples: Series C Stock Purchase Agreement (Optimark Technologies Inc), Series D Stock Purchase Agreement (Optimark Technologies Inc), Stock Purchase Agreement (Optimark Technologies Inc)

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Notice; Defense of Claims. (a) Promptly after receipt by an Indemnified Party indemnified party of notice of any third third-party or other claim, liability or expense to which the indemnification obligations hereunder would apply, including in connection with any governmental governmental, employer or malpractice related proceeding, the Indemnified Party indemnified party shall give notice thereof in writing to the indemnifying party or parties, but the omission to so notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that the indemnifying party or parties shall have been materially prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monarch Dental Corp), Asset Purchase Agreement (Monarch Dental Corp)

Notice; Defense of Claims. (a1) Promptly after receipt by an Indemnified Party indemnified party of notice of any third third-party or other claim, liability or expense to which the indemnification obligations hereunder would apply, including in connection with any governmental governmental, employer or malpractice related proceeding, the Indemnified Party indemnified party shall give notice thereof in writing to the indemnifying party or parties, but the omission to so notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that the indemnifying party or parties shall have been materially prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Monarch Dental Corp)

Notice; Defense of Claims. (a) Promptly after receipt by an Indemnified Party indemnified party of notice of any third party or other claim, liability or expense to which the indemnification obligations hereunder would apply, including in connection with any governmental governmental, employer or malpractice related proceeding, the Indemnified Party indemnified party shall give notice thereof in writing to the indemnifying party or parties, but the omission to so notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that the indemnifying party or parties shall have been materially prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted.

Appears in 1 contract

Samples: Redemption Agreement (Monarch Dental Corp)

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Notice; Defense of Claims. (a) Promptly after receipt by an Indemnified Party indemnified party of notice of any third third-party or other claim, liability or expense to which the indemnification obligations hereunder would apply, including in connection with any governmental governmental, employer or malpractice related proceeding, the Indemnified Party indemnified party shall give notice thereof in writing to the indemnifying party or parties, but the omission to so notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that the indemnifying party or parties shall have been materially prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted.regarding

Appears in 1 contract

Samples: Stock Purchase Agreement (Monarch Dental Corp)

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