Common use of Third Person Claims Clause in Contracts

Third Person Claims. 8.3.1 Promptly after a DoveBid Indemnitee has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, and before the DoveBid Indemnitee pays or settles any such claim, the DoveBid Indemnitee shall give Xxxxxxx X. Trees and Xxxxxxx Xxxxxx, as representatives of the Shareholders and Beneficiaries (the "Representatives"), written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), the basis for the DoveBid Indemnitee's request for indemnification under this Agreement, and whether DoveBid elects to defend such claim or tender such claim to the Representatives; provided, however, that the failure of the DoveBid Indemnitee to give timely notice hereunder shall relieve the Shareholders and Beneficiaries of their indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the defense of such claim.

Third Person Claims. 8.3.1 Promptly after a DoveBid Indemnitee has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, and before the that DoveBid Indemnitee pays or settles any such claim, the DoveBid Indemnitee shall give Xxxxxxx X. Trees and Xxxxxxx Xxxxxxshall, as representatives of a condition precedent to a claim with respect thereto being made against the Shareholders and Beneficiaries (the "Representatives")Principals by any DoveBid Indemnitee, give Xxxxx written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of damages Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), ) and the basis for the DoveBid Indemnitee's request for indemnification under this Agreement, and whether DoveBid elects to defend such claim or tender such claim to the Representatives; provided, however, that the failure of the DoveBid Indemnitee to give timely notice hereunder shall relieve the Shareholders Principals and Beneficiaries Trustee of their indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the defense of Principals' and Trustee's ability to defend such claim.

Third Person Claims. 8.3.1 8.5.1 Promptly after either a DoveBid Indemnitee has or the Representatives (as the case may be) have received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this AgreementArticle VIII, and before the DoveBid Indemnitee pays or settles any such claim, the DoveBid Indemnitee shall give Xxxxxxx X. Trees and Xxxxxxx Xxxxxxparty shall, as representatives of a condition precedent to a claim with respect thereto, give to the Principal Shareholders and Beneficiaries or DoveBid (as the "Representatives"), case may be) written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of damages Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), ) and the basis for the DoveBid Indemnitee's or the Representatives' request for indemnification under this Agreement, and whether DoveBid elects to defend such claim or tender such claim to the RepresentativesArticle VIII; provided, however, that the failure of the DoveBid Indemnitee a party to give timely notice hereunder shall relieve the Principal Shareholders and Beneficiaries or DoveBid (as the case may be) of their indemnification obligations under this Agreement Article VIII to the extent, but only to the extent that, such failure materially prejudices the defense of such party's ability to defend such claim.

Third Person Claims. 8.3.1 8.5.1 Promptly after either a DoveBid Indemnitee has or the Shareholders (as the case may be) have received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this AgreementArticle VIII, and before the DoveBid Indemnitee pays or settles any such claim, the DoveBid Indemnitee shall give Xxxxxxx X. Trees and Xxxxxxx Xxxxxxparty shall, as representatives of a condition precedent to a claim with respect thereto, give to the Shareholders and Beneficiaries or DoveBid (as the "Representatives"), case may be) written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of damages Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), ) and the basis for the DoveBid Indemnitee's or the Shareholders' request for indemnification under this Agreement, and whether DoveBid elects to defend such claim or tender such claim to the RepresentativesArticle VIII; provided, however, that the failure of the DoveBid Indemnitee a party to give timely notice hereunder shall relieve the Shareholders and Beneficiaries or DoveBid (as the case may be) of their indemnification obligations under this Agreement Article VIII to the extent, but only to the extent that, such failure materially prejudices the defense of such party's ability to defend such claim.

Third Person Claims. 8.3.1 Promptly after a DoveBid Indemnitee or the Company has received notice of of, or has knowledge of of, any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, and before the DoveBid Indemnitee pays or settles any such claim, the DoveBid Indemnitee shall give Xxxxxxx X. Trees and Xxxxxxx XxxxxxCompany shall, as representatives of the a condition precedent to a claim with respect thereto being made against Shareholders, give Shareholders and Beneficiaries (the "Representatives"), written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of damages Damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), ) and the basis for the DoveBid Indemnitee's or the Company's request for indemnification under this Agreement, and whether DoveBid elects to defend such claim or tender such claim to the Representatives; provided, however, that the failure of the DoveBid Indemnitee or the Company to give timely notice hereunder shall relieve the Shareholders and Beneficiaries of their indemnification obligations under this Agreement to the extent, but only to the extent that, that such failure materially prejudices Shareholders' ability to defend such claim unless notice is not received by the defense third anniversary of such claimthe Closing Date or in the case of a claim with respect to a breach of Section 2.7 by the sixth anniversary of the Closing Date.

Third Person Claims. 8.3.1 8.4.1 Promptly after a DoveBid Indemnitee any party hereto an Indemnified Person has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person (such claim or commencement of such action or proceeding being a "Third Person Claim") that could give rise to a right of indemnification under this Agreement, and before the DoveBid Indemnitee pays or settles any such claim, the DoveBid Indemnitee shall give Xxxxxxx X. Trees and Xxxxxxx XxxxxxIndemnified Person shall, as representatives of a condition precedent to a claim with respect thereto being made against an Indemnifying Person, give the Shareholders and Beneficiaries (the "Representatives"), Indemnifying Person written notice of such Third Person Claim describing in reasonable detail the nature of such Third Person Claim, a copy of all papers served with respect to that Third Person Claim (if any), an estimate of the amount of damages attributable to the Third Person Claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim), ) and the basis for the DoveBid IndemniteeIndemnified Person's request for indemnification under this Agreement, and whether DoveBid elects to defend such claim or tender such claim to the Representatives; provided, however, that the failure of the DoveBid Indemnitee Indemnified Person to give timely notice hereunder shall relieve the Shareholders and Beneficiaries Indemnifying Person of their its indemnification obligations under this Agreement to the extent, but only to the extent that, such failure materially prejudices the defense Indemnifying Person's ability to defend such claim. Within fifteen (15) days after receipt of such claimnotice (the "Election Period"), the Indemnifying Person shall notify the Indemnified Person whether the Indemnifying Person disputes its potential liability to the Indemnified Person under this Article VIII with respect to that Third Person Claim.