Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 4 contracts

Samples: Purchase and Sale of Assets Agreement (Wca Waste Corp), Closing and Asset Purchase Agreement (Wca Waste Corp), Purchase and Sale of Assets Agreement (Wca Waste Corp)

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Claims for Indemnification. Whenever any claim Claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party obligated to provide indemnification (the "Indemnifying Party") of the claim Claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying PartyClaim. In the event of any claim Claim for indemnification hereunder resulting from or in connection with any claim Claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability potentially arising therefrom. The Indemnified Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party.

Appears in 3 contracts

Samples: Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc), Paac Purchase Agreement (Hallmark Financial Services Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 2 contracts

Samples: Closing and Asset Purchase Agreement (Wca Waste Corp), Closing and Asset Purchase Agreement (Waste Corp of Tennessee, Inc.)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Agreement, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; providedPROVIDED, howeverHOWEVER, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vdi Multimedia), Asset Purchase Agreement (Vdi Media)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, provided however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially result in actual and material prejudice to the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sands Regent), Stock Purchase Agreement (Sands Regent)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party or parties entitled to indemnification (the "Indemnified Partyindemnified party") shall promptly notify the party or parties obligated to provide indemnification (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Partyindemnifying party. In the event of any claim for indemnification hereunder resulting from from, arising out of, or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I Flow Corp /Ca/)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially result in actual and material prejudice to the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alliance Gaming Corp)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Partyindemnified party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligation hereunder to the extent such failure does not materially prejudice prejudiced the Indemnifying Partyindemnifying party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Bikers Dream Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Agreement, the party entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall promptly notify the party obligated to provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings proceeds by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Art Technology Group Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, hereunder the party entitled to seeking indemnification (the "Indemnified Party") ), shall promptly notify the party obligated to provide from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall not relieve the have been actually prejudiced as a result of such failure. The Indemnifying Party of its obligation hereunder to shall deal in good faith with the extent such failure does not materially prejudice the Indemnifying Indemnified Party's claim for indemnification, and shall respond within a reasonable time period. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Asset Purchase Agreement (TJX Companies Inc /De/)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Agreement, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim in writing and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings proceeds by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Art Technology Group Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Partyindemnified party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim; providedPROVIDED, howeverHOWEVER, that the failure to so notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligation hereunder to the extent such failure does not materially prejudice prejudiced the Indemnifying Partyindemnifying party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Advanced Materials Group Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall promptly notify the party obligated to provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Partyindemnifying party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.by

Appears in 1 contract

Samples: Stock Purchase and Contribution Agreement (Emarketplace Inc)

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Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the indemnified party entitled to indemnification (the "Indemnified Party") shall promptly notify the indemnifying party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the failure to so notify part of the Indemnifying Party indemnified party shall not relieve release the Indemnifying Party indemnifying party of its any liability or obligation hereunder unless (and then solely to the extent such failure does not materially prejudice extent) the Indemnifying Partyindemnifying party thereby is actually and directly damaged. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ply Gem Industries Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Asset Purchase Agreement (US Highland, Inc.)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party"“indemnified party”) shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party"“indemnifying party”) of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligation hereunder to the extent such failure does not materially result in actual and material prejudice to the Indemnifying Partyindemnifying party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliance Gaming Corp)

Claims for Indemnification. Whenever any claim Claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party obligated to provide indemnification (the "Indemnifying Party") in writing of the claim Claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying PartyClaim. In the event of any claim Claim for indemnification hereunder resulting from or in connection with any claim Claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability potentially arising therefrom. The Indemnified Party shall not settle or compromise any Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hallmark Financial Services Inc)

Claims for Indemnification. (a) Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") Party shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") Party of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder only to the extent such failure does not materially results in actual and material prejudice to the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings Legal Proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthways, Inc)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Agreement, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vdi Media)

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party"“indemnified party”) shall promptly notify the party obligated to provide indemnification (the "Indemnifying Party"“indemnifying party”) of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party indemnifying party shall not relieve the Indemnifying Party indemnifying party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Partyindemnifying party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability Liability arising therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ducommun Inc /De/)

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