Indemnification Procedure for Third Party Claims. (A) Promptly after receipt by an indemnified party (the “Indemnified Party”) of notice from any third party of a claim or demand in respect of which indemnity may be sought under Section 12.2(A) or (B) which is asserted against or sought to be collected from the Indemnified Party, including the commencement of any Action against it (“Third Party Claim”), the Indemnified Party shall, if a claim is to be made against an indemnifying party (the “Indemnifying Party”) under such Section 12.2(A) or (B), as applicable, give notice to the Indemnifying Party of the Third Party Claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnifying Party’s failure to receive such notice.
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Samples: Asset Purchase Agreement (Viewcast Com Inc), Asset Purchase Agreement (Viewcast Com Inc)
Indemnification Procedure for Third Party Claims. (Aa) Promptly after receipt by an indemnified party (the “Indemnified Party”) Party of notice from any third party of a claim or demand in respect of which indemnity may be sought under Section 12.2(A) 11.2 or (B) 11.3 which is asserted against or sought to be collected from the Indemnified Party, including the commencement of any Action Proceeding against it (“Third Party Claim”), the Indemnified Party shall, if a claim is to be made against an indemnifying party (the “Indemnifying Party”) Party under such Section 12.2(A) 11.2 or (B)11.3, as applicable, give notice to the Indemnifying Party of the Third Party Claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability Liability that it may have to any Indemnified Party, Party except to the extent that (and only to the extent) the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnifying Party’s failure to receive such noticethereby.
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Indemnification Procedure for Third Party Claims. (Aa) Promptly after receipt by an indemnified party (the “Indemnified Party”) Party of notice from any third party of a claim or demand in respect of which indemnity may be sought under Section 12.2(A) 9.2 or (B) 9.3 which is asserted against or sought to be collected from the Indemnified Party, including the commencement of any Action against it (“‘‘Third Party Claim”’’), the Indemnified Party shall, if a claim is to be made against an indemnifying party (the “Indemnifying Party”) Party under such Section 12.2(A) 9.2 or (B)9.3, as applicable, give notice to the Indemnifying Party of the Third Party Claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability Liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnifying Party’s 's failure to receive such notice. Such notice shall be delivered in accordance with Section 11.1.
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Indemnification Procedure for Third Party Claims. (Aa) Promptly after receipt by an indemnified party (the “Indemnified Party”) Party of notice from any third party of a claim or demand in respect of which indemnity may be sought under Section 12.2(A) 12.2 or (B) 12.3 which is asserted against or sought to be collected from the Indemnified Party, including the commencement of any Action Proceeding against it (“"Third Party Claim”"), the Indemnified Party shall, if a claim is to be made against an indemnifying party (the “Indemnifying Party”) Party under such Section 12.2(A) 12.2 or (B)12.3, as applicable, give notice to the Indemnifying Party of the Third Party Claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability Liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnifying Party’s 's failure to receive such notice.
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Samples: Agreement and Plan of Merger (Barton Protective Services LLC)