Common use of PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is sought.

Appears in 22 contracts

Sources: Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Share Purchase Agreement (Transatlantic Petroleum Ltd.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a thirdThird-party claim Party Claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 13 contracts

Sources: Asset Purchase Agreement (Evolent Health, Inc.), Stock Purchase Agreement, Asset Purchase Agreement (Mfri Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 10 contracts

Sources: Contribution Agreement (Pennsylvania Real Estate Investment Trust), Contribution Agreement (Pennsylvania Real Estate Investment Trust), Contribution Agreement (Pennsylvania Real Estate Investment Trust)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtparty obligated to indemnify and will be paid promptly after such notice.

Appears in 6 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement (Knowles Electronics Holdings Inc), Contribution Agreement (MHI Hospitality CORP)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-third party claim Claim may be asserted by notice from the Indemnified Party to the Party from whom indemnification is soughtIndemnifying Party. Such notice shall specify the factual basis of such Claim and the amount thereof in reasonable detail to the extent then known by the Indemnified Party.

Appears in 4 contracts

Sources: Purchase Agreement (Stockgroup Information Systems Inc), Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Almost Family Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for --------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Thermedics Detection Inc), Credit Agreement (Agway Inc), Asset Purchase Agreement (Entravision Communications Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for ------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 4 contracts

Sources: Asset Purchase Agreement (One Source Telecommunications Inc), Stock Purchase Agreement (Standard Pacific Corp /De/), Stock Purchase Agreement (Polyphase Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 4 contracts

Sources: Stock Purchase Agreement (AFH Acquisition IX, Inc.), Stock Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Metalico Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtIndemnifying Party.

Appears in 3 contracts

Sources: Membership Interest Purchase Agreement (Rafael Holdings, Inc.), Asset Purchase Agreement (Callwave Inc), Purchase Agreement (Chastain Capital Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the Indemnifying Party from whom indemnification is soughtas provided herein.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Callwave Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification under Section 10.2 for any matter not involving a third-party claim may be asserted by an indemnified party only by giving prompt written notice prior to the Party from whom indemnification is soughtexpiration of the Survival Period to the indemnifying party.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Ply Gem Holdings Inc), Stock Purchase Agreement (Fortune Brands Home & Security, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought. If the indemnifying party disputes its liability with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute prior to pursuing other remedies.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Global Industrial Technologies Inc), Asset Purchase Agreement (Global Industrial Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by timely notice to the Party party from whom indemnification is soughtsought outlining in reasonable detail the facts and basis of the claim.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Astec Industries Inc), Stock Purchase Agreement (Astec Industries Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by notice to the Party from whom indemnification is sought.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Photomedex Inc), Stock Purchase Agreement (Wireless Facilities Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtIndemnifying Parties.

Appears in 2 contracts

Sources: Merger Agreement (Starbase Corp), Merger Agreement (Starbase Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice as provided herein to the Party party from whom indemnification is sought.

Appears in 2 contracts

Sources: Settlement Agreement (Innovative Software Technologies Inc), Settlement Agreement (Innovative Software Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the Party party from whom indemnification is soughtsought in accordance with the provisions of Section 6.6.

Appears in 2 contracts

Sources: Stock Purchase Agreement (World Acceptance Corp), Stock Purchase Agreement (World Acceptance Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for -------------------------------------------- indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Industrial Training Corp), Merger Agreement (Aon Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by written notice to the Party party from whom indemnification is sought.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Compass Group Diversified Holdings LLC), Master Indemnification Agreement (Apartment Investment & Management Co)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-party claim Claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Ascendant Solutions Inc), Merger Agreement (Commercial Metals Co)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-party claim Claim may be asserted by written notice to the Party party from whom indemnification is sought.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Insurance Management Solutions Group Inc), Stock Purchase Agreement (Insurance Management Solutions Group Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is soughtsought and will be paid promptly after such notice.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Healthstream Inc), Stock Purchase Agreement (Healthstream Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice and with such notice provide a copy of any demand letter, summons or applicable correspondence, and any information with respect to insurance which may cover such claim and information with respect to any third party who may be liable to an Indemnified Person in connection therewith. to the Party party from whom indemnification is sought.

Appears in 2 contracts

Sources: Merger Agreement (Davis Roger D), Merger Agreement (Celtic Investment Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party an Third Party Claim shall be made by delivering written notice of the claim may be asserted by notice (specifying the details of the claim, relevant provisions of this Agreement and the amount of the claim) to the Party party from whom indemnification is being sought.

Appears in 1 contract

Sources: Purchase and Sale Agreement (SiVault Systems, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification hereunder for any matter not involving a thirdThird-party claim Party Claim may be asserted by notice to the Party from whom such indemnification is sought.

Appears in 1 contract

Sources: Stock Purchase Agreement (Esterline Technologies Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by prompt written notice to the Party from whom indemnification is soughtsought and shall be paid promptly after liability is determined or agreed. The failure to so notify will not relieve the Indemnifying Person of any Liability that it may have except to the extent that the Indemnifying Person is prejudiced by the failure of the Indemnified Person to give such notice.

Appears in 1 contract

Sources: Asset Purchase Agreement (Emergent BioSolutions Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtindemnifying party.

Appears in 1 contract

Sources: Acquisition Agreement (Rafael Holdings, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party indemnifying party from whom indemnification is soughtthe party seeking indemnification.

Appears in 1 contract

Sources: Stock Purchase Agreement (United Payors & United Providers Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Stock Purchase Agreement (Kupper Parker Communications Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is soughtsought prior to the expiration of the applicable Survival Period.

Appears in 1 contract

Sources: Stock Purchase Agreement (Kforce Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim Third Party Claim or a Tax Claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Stock Purchase Agreement (International Multifoods Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtsought in accordance with this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Metasolv Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.”

Appears in 1 contract

Sources: Stock Purchase Agreement (LoopNet, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice in writing to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Asset Purchase Agreement (Compudyne Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.. ^ ^

Appears in 1 contract

Sources: Purchase Agreement (X Ceed Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the Party party from whom indemnification is soughtsought describing in reasonable detail the basis for such claim and presenting all available documentation with respect thereto.

Appears in 1 contract

Sources: Stock Purchase Agreement (Convergence Communications Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification Claim for any matter not involving a third-third party claim may be asserted by notice to the Party from whom indemnification is sought, subject to the jurisdiction provisions of this Agreement.

Appears in 1 contract

Sources: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification under Section 8.02 for any matter not involving a third-party claim may be asserted by an indemnified party only by giving prompt notice prior to the Party from whom indemnification is soughtexpiration of the Survival Period to the indemnifying party.

Appears in 1 contract

Sources: Asset Purchase Agreement (STERLING CONSOLIDATED Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party Surge U.S. from whom indemnification is sought.

Appears in 1 contract

Sources: Release and Indemnification Agreement (Surge Global Energy, Inc.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by notice to the Party Indemnitor from whom indemnification is soughtthe Indemnitee.

Appears in 1 contract

Sources: Asset Purchase Agreement (Finish Line Inc /In/)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A An indemnification claim for indemnification for any matter not involving a third-party claim Third Party Claim may be asserted by notice to the Party from whom indemnification is soughtIndemnitor.

Appears in 1 contract

Sources: Membership Unit Purchase Agreement (Nelnet Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.sought within the relevant timeframe as described in this Article X.

Appears in 1 contract

Sources: Contribution & Membership Interest Purchase Agreement (Pw Eagle Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice to the Party party from whom which indemnification is sought.

Appears in 1 contract

Sources: Stock Purchase Agreement (Universal Hospital Services Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim Claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Asset Purchase Agreement (Royster-Clark Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is soughtsought within a reasonable time after determination that an event has occurred that has given rise to a right of indemnification hereunder.

Appears in 1 contract

Sources: Stock Purchase Agreement (Natural Alternatives International Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtSeller by a Purchaser Indemnified Party.

Appears in 1 contract

Sources: Asset Purchase Agreement (Theragenics Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a thirdThird-party claim Party Claim may be asserted by written notice to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Share Purchase Agreement (Emcore Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice (the "Indemnity Notice") to the Party party from whom indemnification is soughtsought subject to the limitations otherwise contained in this Article XI.

Appears in 1 contract

Sources: Stock Purchase Agreement (Big Flower Holdings Inc/)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for ------------------------------------------ indemnification for any matter not involving a third-third party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Stock Purchase Agreement (Polyphase Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought, subject, however, to the other terms and provisions of this Agreement.

Appears in 1 contract

Sources: Stock Purchase and Sale Agreement (Iti Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought, specify in reasonable detail the nature of the claim, and, if known, the amount, or an estimate of an amount, of the liability arising therefrom. The party seeking indemnification shall provide to the indemnifying party as promptly as practicable thereafter with information and documentation reasonably requested by the indemnifying party to support and verify the asserted claim.

Appears in 1 contract

Sources: Merger Agreement (Integrated Security Systems Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party indemnifying party from whom indemnification is sought.

Appears in 1 contract

Sources: Separation and Release Agreement (Elektryon)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought, providing reasonable details regarding the nature and, to the extent known, amount of such claim. The indemnified party shall reasonably cooperate with the indemnifying party, and provide the indemnifying party with all information and documents reasonably requested by the indemnifying party, to enable the indemnifying party to properly evaluate such indemnification claim.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (National Commerce Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may can be asserted by notice to the Party from whom indemnification is soughtsought within the periods specified in Section 9.3, if any.

Appears in 1 contract

Sources: Stock Purchase Agreement (Fremont General Corp)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is soughtobligated to indemnify pursuant to Section 9.1 and will be paid promptly after such notice.

Appears in 1 contract

Sources: Stock Purchase Agreement (Harris Interactive Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by written notice given to the Party from whom indemnification is sought.

Appears in 1 contract

Sources: Asset Purchase Agreement (Per Se Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification under Section 5.15(c) or (d), as applicable, for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Purchase and Sale Agreement (CNL Retirement Properties Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party party from whom indemnification is sought.sought to the extent permitted under applicable Legal Requirements. -29- Neenah-Wausau Asset Purchase Agreement

Appears in 1 contract

Sources: Asset Purchase Agreement (Wausau Paper Corp.)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a third-third party claim may be asserted by notice from the Indemnified Party to the Party from whom indemnification is soughtIndemnifying Party. Such notice shall specify the factual basis of such claim and the amount thereof in reasonable detail to the extent then known by the Indemnified Party.

Appears in 1 contract

Sources: Asset Purchase Agreement (Bio Key International Inc)

PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. A claim for indemnification for any matter not involving a thirdThird-party claim Party Claim may be asserted by notice from Parent or the Shareholder Representative, to the Party party from whom indemnification is sought.

Appears in 1 contract

Sources: Merger Agreement (New Ulm Telecom Inc)