Common use of Procedure For Indemnification with Respect to Non-Third Party Claims Clause in Contracts

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 days after the receipt of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tekgraf Inc), Agreement and Plan of Merger (Tekgraf Inc), Agreement and Plan of Merger (Tekgraf Inc)

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Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party an indemnified party asserts the existence of a claim giving rise with respect to Damages Losses (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Partiesindemnifying party. Such written notice shall state that it is being given pursuant to this Section 5.511.4(b), specify the nature and amount of the claim asserted asserted, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Partiesthe indemnifying party, within 30 days after the receipt mailing of notice by the Indemnified Partysuch indemnified party, shall not give written notice to the Indemnified Party such indemnified party announcing their its intent to contest such assertion of the Indemnified Partysuch indemnified party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the indemnifying party contests the assertion of a claim by giving such written notice to the Indemnified Party such indemnified party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If In the event that litigation shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 hereofnotice.

Appears in 2 contracts

Samples: Preferred Share Purchase Agreement (Worldwide Fiber Inc), Preferred Share Purchase Agreement (Worldwide Fiber Inc)

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.58.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such the Indemnifying PartiesParty, within 30 fifteen (15) days after the receipt mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) fifteen days after notice thereofsuch notice, such then the claim will shall be submitted to and finally settled by arbitration pursuant to as set forth in Section 7.10 11.13 hereof.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Computer Literacy Inc)

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.54.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such the Indemnifying PartiesParty, within 30 10 days after the receipt mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 5.10 hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tekgraf Inc)

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.5, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 days after the receipt mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 hereof.settled

Appears in 1 contract

Samples: Stock Purchase Agreement (Tekgraf Inc)

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.55.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 ten (10) days after the receipt mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their intent to contest such assertion of the Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tanners Restaurant Group Inc)

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Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party an indemnified party asserts the existence of a claim giving rise with respect to Damages Losses (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Partiesindemnifying party. Such written notice shall state that it is being given pursuant to this Section 5.56.4(b), specify the nature and amount of the claim asserted asserted, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Partiesthe indemnifying party, within 30 days after the receipt mailing of notice by the Indemnified Partysuch indemnified party, shall not give written notice to the Indemnified Party such indemnified party announcing their its intent to contest such assertion of the Indemnified Partysuch indemnified party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the indemnifying party contests the assertion of a claim by giving such written notice to the Indemnified Party such indemnified party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If In the event that litigation shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation including attorney fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 hereofnotice.

Appears in 1 contract

Samples: Purchase Agreement (Intek Information Inc)

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying PartiesParty. Such written notice shall state that it is being given pursuant to this Section 5.58.5, specify with particularity the nature and amount of the claim asserted asserted, accompanied by any written materials supporting such claim, and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such the Indemnifying PartiesParty, within 30 sixty (60) days after the receipt mailing of notice by the Indemnified Party, shall not give written notice to the Indemnified Party announcing their its intent to contest such assertion of the Indemnified Party, then such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such the Indemnifying Parties contest Party contests the assertion of a claim by giving such written notice to the Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netopia Inc)

Procedure For Indemnification with Respect to Non-Third Party Claims. In the event that the any Indemnified Party asserts the existence of a claim giving rise to Damages (but excluding claims resulting from the assertion of liability by third parties), it shall give written notice to the Indemnifying Parties. Such written notice shall state that it is being given pursuant to this Section 5.58.4, specify the nature and amount of the claim asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Parties, within 30 90 days after the receipt mailing of notice by the such Indemnified Party, shall not give written notice to the such Indemnified Party announcing their its intent to contest such assertion of the such Indemnified Party, such assertion shall be deemed accepted and the amount of claim shall be deemed a valid claim. In the event, however, that such Indemnifying Parties contest the assertion of a claim by giving such written notice to the such Indemnified Party within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within ten (10) days after notice thereof, such claim will be submitted to and settled by arbitration pursuant to Section 7.10 10.11 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cylink Corp /Ca/)

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