Common use of Notice to the Indemnitor Clause in Contracts

Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article VIII, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such claim. The Indemnitor shall then have thirty (30) days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee before or after the date of any assumption of the defense by Indemnitor. The Indemnitor shall in no way be liable to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claim.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Primedia Inc), Stock Purchase Agreement (New York Times Co), Stock Purchase Agreement (New York Times Co)

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Notice to the Indemnitor. Promptly after the assertion of any claim Claim by a third party or the occurrence of any event which may give rise to a claim for indemnification from an indemnifying party ("Indemnitor") under this Article VIIIVII, an indemnified party ("Indemnitee") shall notify the Indemnitor in writing of such claimClaim. The Indemnitor shall then have thirty (30) 30 days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim Claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee lndemnitee before or after the date of any assumption of the defense by Indemnitor; provided that the Indenmitor automatically agrees to accept the defense of any Claim referred to in clause (iv) of Section 7.02(a). The Indemnitor shall in no way be liable to the Indemnitee for any claim Claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) 30 days of the claim Claim being presented in writing to the Indemnitee by the party making the claimClaim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Primedia Inc), Asset Purchase Agreement (Trinity Learning Corp)

Notice to the Indemnitor. Promptly after the assertion of any claim Claim by a third party or the occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article VIIIVII, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such claimClaim. The Indemnitor shall then have thirty (30) 30 days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim Claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee lndemnitee before or after the date of any assumption of the defense by Indemnitor; provided that the Indenmitor automatically agrees to accept the defense of any Claim referred to in clause (iv) of Section 7.02(a). The Indemnitor shall in no way be liable to the Indemnitee for any claim Claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) 30 days of the claim Claim being presented in writing to the Indemnitee by the party making the claimClaim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trinity Learning Corp)

Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party ("Indemnitor") under this Article VIIIVII, an indemnified party ("Indemnitee") shall notify the Indemnitor in writing of such claim. The Indemnitor shall then have thirty (30) days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee before or after the date of any assumption of the defense by Indemnitor; provided that the Indemnitor agrees to automatically accept the defense of any claim referred to in clause (iv) of Section 7.02(a). The Indemnitor shall in no way not be liable to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claimclaim to the extent that the Indemnitor is materially prejudiced by such delay.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bisys Group Inc)

Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (the “Indemnitor”) under this Article VIIIVII, an indemnified party (the “Indemnitee”) shall notify the Indemnitor in writing of such claim. The Indemnitor shall then have thirty (30) days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim and the Indemnitor shall have no obligation to the Indemnitee for legal fees incurred by the Indemnitee before or after the date of any assumption of the defense by the Indemnitor. The Indemnitor shall in no way be liable to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claim.

Appears in 1 contract

Samples: Contribution Agreement (Primedia Inc)

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Notice to the Indemnitor. Promptly after the assertion of any claim Claim by a third party or occurrence of any event which may give rise to a claim Claim for indemnification from an indemnifying party (“Indemnitor”) under this Article VIII, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such claimClaim. The Indemnitor shall then have thirty (30) days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim Claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee before or after the date of any assumption of the defense by Indemnitor. The failure to provide the notice contemplated herein will not relieve the Indemnitor shall in no way be liable of its indemnity obligation hereunder except and only to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claimextent that it was prejudiced thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primedia Inc)

Notice to the Indemnitor. Promptly after the assertion of any claim Claim by a third party or the occurrence of any event which may give rise to a claim for indemnification from an indemnifying party ("Indemnitor") under this Article VIIIVII, an indemnified party ("Indemnitee") shall notify the Indemnitor in writing of such claimClaim. The Indemnitor shall then have thirty (30) 30 days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim Claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee the lndemnitee before or after the date of any assumption of the defense by Indemnitor. The ; provided that the Indenmitor automatically agrees to accept the defense of any Claim referred to in clause (iv) of Section 7.02(a); and, provided further, that the failure of the Indemnitee to give such notice shall not relieve the Indemnitor shall in no way be liable of its obligation hereunder except to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claimextent it is prejudiced thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Primedia Inc)

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