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

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an Indemnified Party with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 3 contracts

Samples: Purchase Agreement (Waste Industries Inc), Purchase Agreement (Waste Industries Inc), Purchase Agreement (Waste Industries Inc)

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Procedure for Indemnification with Respect to Third-Party Claims. (ai) If any third party shall notify an a Party (the “Indemnified Party Party”) with respect to any matter (a "Third “Third-Party Claim") that may give rise to a claim for indemnification against an any other Party (the “Indemnifying Party Party”) or if any party Party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Third-Party Claim), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vilacto Bio Inc.), Stock Purchase Agreement (Oxford City Football Club, Inc.)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an a party to this Agreement (the "Indemnified Party Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an any other party to this Agreement (the "Indemnifying Party or if any party who may make a claim for indemnification Party") under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim)Article IX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall state the amount of the claim and the relevant details thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mace Security International Inc), Asset Purchase Agreement (Mace Security International Inc)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party Person shall notify an Indemnified Party with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Waste Services, Inc.), Asset Purchase Agreement (Waste Services, Inc.)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party Person shall notify an Indemnified Party with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an Indemnifying Party (a “Third-Party Claim”) or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Third-Party Claim), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; , provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedprejudiced by such delay.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Waste Connections, Inc.), Asset Purchase Agreement (Waste Services, Inc.)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an a party to this Agreement (the "Indemnified Party Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an any other party to this Agreement (the "Indemnifying Party or if any party who may make a claim for indemnification Party") under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim)Article XII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall state the amount of the claim and the relevant details thereof.

Appears in 1 contract

Samples: Management Agreement (Mace Security International Inc)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an a party to this Agreement (the "Indemnified Party Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an any other party to this Agreement (the "Indemnifying Party or if any party who may make a claim for indemnification Party") under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim)Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall state the amount of the claim and the relevant details thereof.

Appears in 1 contract

Samples: Agreement and Plan (Eastern Environmental Services Inc)

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Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party Third Party shall notify an Indemnified Party with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an Indemnifying Party or if any party Party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each the Seller and/or the Majority Member, as applicable (collectively, the “Indemnifying Party Party”) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby materially prejudiced. Such notice shall describe in reasonable detail the circumstances giving rise to the claim and specify the amount of the claim (or an estimate thereof).

Appears in 1 contract

Samples: Asset Purchase Agreement (Precision Optics Corporation, Inc.)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an a party to this Agreement (the "Indemnified Party Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an any other party to this Agreement (the "Indemnifying Party or if any party who may make a claim for indemnification Party") under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim)Article X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall state the amount of the claim and the relevant details thereof.

Appears in 1 contract

Samples: U S Plastic Lumber Corp

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an a party to this Agreement (the "Indemnified Party Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an any other party to this Agreement (the "Indemnifying Party or if any party who may make a claim for indemnification Party") under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim)Article IX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Such notice shall state the amount of the claim (to the extent known) and the relevant details thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mace Security International Inc)

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