Common use of Procedure for Indemnification of Third Party Claims Clause in Contracts

Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 8.2 or 8.3 of notice of the commencement of any Proceeding against such indemnified party, such indemnified party shall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim; provided, however, that the failure to notify the indemnifying party shall not relieve the indemnifying party of any liability that such indemnifying party may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s failure to give such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Digital Recorders Inc)

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Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 8.2 12.2 or 8.3 Section 12.3 of notice of the commencement of any Proceeding against such indemnified partyit, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim; provided, however, that but the failure to notify the indemnifying party shall will not relieve the indemnifying party of any liability that such indemnifying party it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action indemnifying party is prejudiced by the indemnified party’s 's failure to give such notice, and then only to the extent of such prejudice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emcon)

Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 8.2 10.2 or 8.3 Section 10.3, of notice of the commencement of any Proceeding against such indemnified partyit, such indemnified party shallParty will, if a claim is to be made against an indemnifying party Party under such Section, give notice to the indemnifying party Party of the commencement of such claim; provided, however, that but the failure to notify the indemnifying party shall Party will not relieve the indemnifying party Party of any liability that such indemnifying party it may have to any indemnified partyParty, except to the extent that the indemnifying party Party demonstrates that the defense of such action is prejudiced by the indemnified party’s indemnifying Party's failure to give such notice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)

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Procedure for Indemnification of Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 8.2 10.2 or 8.3 Section 10.3, of notice of the commencement of any Proceeding against such indemnified partyit, such indemnified party shallParty will, if a claim is to be made against an indemnifying party Party under such Section, give notice to the indemnifying party Party of the commencement of such claim; provided, however, that but the failure to notify the indemnifying party shall Party will not relieve the indemnifying party Party of any liability that such indemnifying party it may have to any indemnified partyParty, except to the extent that the indemnifying party Party demonstrates that the defense of such action is prejudiced by the indemnified partyindemnifying Party’s failure to give such notice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)

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