Common use of Notices of Claims Clause in Contracts

Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.6(a) or Section 2.6(b), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 2.6(a) or Section 2.6(b), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6.

Appears in 8 contracts

Samples: Registration Rights Agreement (Affinity Gaming, LLC), Investor Stockholders Agreement (Ikaria, Inc.), Investor Stockholders Agreement (Ikaria, Inc.)

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Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.6(a2.7(a) or Section 2.6(b2.7(b), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 2.6(a2.7(a) or Section 2.6(b2.7(b), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.62.7.

Appears in 8 contracts

Samples: Registration Rights Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (PF2 SpinCo, Inc.), Registration Rights Agreement (Change Healthcare Inc.)

Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.6(a) or Section 2.6(b), such indemnified party Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partyIndemnifying Party, give written notice to such indemnifying party Indemnifying Party of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under Section 2.6(a) or Section 2.6(b), except to the extent that the indemnifying party Indemnifying Party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party Indemnifying Party from any liability which it may have to the indemnified party Indemnified Party otherwise than under this Section 2.6.

Appears in 2 contracts

Samples: Registration Rights Agreement (KonaRed Corp), Registration Rights Agreement (Acusphere Inc)

Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.6(a) or Section 2.6(b), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action or proceeding; provided, however, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 2.6(a) or Section 2.6(b), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6.

Appears in 2 contracts

Samples: Registration Rights Agreement (Bellerophon Therapeutics, Inc.), Registration Rights Agreement (Bellerophon Therapeutics LLC)

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Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.6(a2.8(a) or Section 2.6(b2.8(b), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 2.6(a2.8(a) or Section 2.6(b2.8(b), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.62.8.

Appears in 1 contract

Samples: Registration Rights Agreement (Avalon Digital Marketing Systems Inc)

Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.6(a2.7(a) or Section 2.6(b2.7(b), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action or proceeding; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 2.6(a2.7(a) or Section 2.6(b2.7(b), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under this Section 2.6.2.7. Table of Contents

Appears in 1 contract

Samples: Tax Receivable Agreement (Change Healthcare Holdings, Inc.)

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