Common use of Indemnification Procedures for Third Party Claims Clause in Contracts

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)

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Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article ARTICLE X (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 2 contracts

Samples: Stock Purchase Agreement (La Cortez Energy, Inc.), Stock Purchase Agreement (Avante Petroleum S.A.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm increased Liability to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Penson Worldwide Inc), Asset Purchase Agreement (Broadridge Financial Solutions, Inc.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X X. (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Li3 Energy, Inc.), Stock Purchase Agreement (Li3 Energy, Inc.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X IX ("Third Party Claim"), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim ("Notice of Claim"). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadcaster Inc)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third third-party in respect of which indemnity may be sought under the provisions of this Article X ARTICLE 10 (“Third Third-Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third-Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or to delay causes actual harm to the Indemnitor with respect to such Third Third-Party Claim. The Indemnitee shall set forth in the Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall is not be conclusive of the final amount of such Losses) and a description of the basis for such Third Third-Party Claim.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Liberated Syndication Inc.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VIII (a “Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (a “Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X ARTICLE VIII (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VII (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Convera Corp)

Indemnification Procedures for Third Party Claims. (aj) In the event that an Indemnitee Buyer (“Indemnitee” for purposes of this Section) receives notice of the assertion of any claim or the commencement of any Action Proceeding by a third party in respect of which indemnity may be sought under the provisions of this Article X (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (National Health Investors Inc)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VIII (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses Damages (which estimate shall not be conclusive of the final amount of such LossesDamages) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tucows Inc /Pa/)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VIII (a “Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (a “Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. Claim The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

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Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VIII (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioclinica Inc)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VIII (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Health Benefits Direct Corp)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X ARTICLE IX other than Section 9.9 (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm or prejudice to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Share Purchase Agreement (Universal Gold Mining Corp.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee Buyer (“Indemnitee” for purposes of this Section) receives notice of the assertion of any claim or the commencement of any Action Proceeding by a third party in respect of which indemnity may be sought under the provisions of this Article X (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Tiptree Financial Inc.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third third-party in respect of which indemnity may be sought under the provisions of this Article X ARTICLE 10 (“Third Third-Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third-Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or to delay causes actual harm to the Indemnitor with respect to such Third Third-Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Third-Party Claim.. 44

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Liberated Syndication Inc.)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X IX (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Misonix Inc)

Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party Person in respect of which indemnity may be sought under the provisions of this Article X IX (“Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”)) of such Third Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim.

Appears in 1 contract

Samples: Purchase Agreement (Penson Worldwide Inc)

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