Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, 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 thereby is prejudiced.
Appears in 28 contracts
Samples: Stock Purchase Agreement (Remote MDX Inc), Stock Exchange Agreement (Grace Development Inc), Agreement and Plan of Merger (Roper Industries Inc /De/)
Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Party Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Pentastar Communications Inc), Purchase Agreement (Rentx Industries Inc), Agreement and Plan of Merger (Pentastar Communications Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "an “Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article XI, 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 is prejudiced.
Appears in 12 contracts
Samples: Intellectual Property Purchase Agreement (Rci Hospitality Holdings, Inc.), Asset Purchase Agreement (Rci Hospitality Holdings, Inc.), Asset Purchase Agreement (Rci Hospitality Holdings, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8ss.8, 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 thereby is prejudiced.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Sunbelt Automotive Group Inc), Recapitalization Agreement (Key Components Finance Corp), Stock Purchase Agreement (Renegade Venture Nev Corp)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8, 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 thereby is prejudiced.
Appears in 10 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callaway Golf Co), Stock Purchase Agreement (Ultralife Batteries Inc)
Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8, 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 is prejudiced.
Appears in 8 contracts
Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Securities Purchase and Exchange Agreement, Membership Interest Purchase and Exchange Agreement
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article 6, 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 thereby is prejudicedprejudiced by such delay.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Healing Co Inc.), Asset Purchase Agreement (Stran & Company, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 811, 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 thereby is prejudiced.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Shentang International, Inc.), Stock Purchase Agreement (Shentang International, Inc.), Stock Purchase Agreement (Yummies Inc)
Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Party Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. 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 thereby is prejudiced.
Appears in 6 contracts
Samples: Purchase Agreement (Pentastar Communications Inc), Pentastar Communications Inc, Pentastar Communications Inc
Matters Involving Third Parties. (i) If any third party shall notify any Party party entitled to indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, 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 thereby is materially prejudiced.
Appears in 6 contracts
Samples: Stock Exchange Agreement (Orius Corp), Stock Purchase Agreement (Orius Corp), Stock Purchase Agreement (Orius Corp)
Matters Involving Third Parties. (i) If any third party shall notify any Party party entitled to be indemnified hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party the Company or the Investor (the "Indemnifying Party") under this Section 810.4, 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 thereby is prejudiced.
Appears in 6 contracts
Samples: Investment Agreement (Pacific Gulf Properties Inc), Investment Agreement (Pacific Gulf Properties Inc), Investment Agreement (Five Arrows Realty Securities L L C)
Matters Involving Third Parties. (i) i. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, 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 thereby is prejudiced.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc), Asset Purchase Agreement (Rmi Net Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, 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 thereby is prejudiced.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc), Merger Agreement (Radio One Inc), Asset Purchase Agreement (Gentner Communications Corp)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, 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 thereby is prejudiced.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Kendle International Inc), Agreement and Plan of Merger (Rocky Mountain Internet Inc), Agreement and Plan of Merger (Rocky Mountain Internet Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, 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 thereby is prejudiced.
Appears in 5 contracts
Samples: Switch Agreement (Equalnet Holding Corp), Agreement and Plan of Reorganization (First Sierra Financial Inc), Agreement of Merger (Harris James T)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other by the another Party (the "“Indemnifying Party") under this Section 8”), 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 is prejudiced.
Appears in 5 contracts
Samples: Acquisition Agreement (Bergio International, Inc.), Asset Purchase Agreement (Elite Data Services, Inc.), Asset Purchase Agreement (Elite Data Services, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (such notified Party, the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 89, 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 thereby is prejudiced.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Canfield Medical Supply, Inc.), Stock Purchase Agreement (Key Link Assets Corp.), Stock Purchase Agreement (RJD Green, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 8, 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 thereby is prejudiced.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Sequa Corp /De/), Asset Purchase Agreement (Texxar Inc), Asset Purchase Agreement (Newpark Resources Inc)
Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 89, 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 thereby is prejudiced.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/), Asset Purchase Agreement (Edgewater Technology Inc/De/), Asset Purchase Agreement (Edgewater Technology Inc/De/)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section §8, 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 thereby is prejudiced.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)
Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 89, 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 thereby is prejudiced.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Boston Edison Co), Purchase and Sale Agreement (Boston Edison Co), Purchase and Sale Agreement (B E C Energy)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 89, 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 thereby is prejudiced.
Appears in 4 contracts
Samples: Stock Purchase Agreement (SCB Computer Technology Inc), Agreement and Plan of Reorganization (Blagman Media International Inc), Agreement and Plan of Merger (Santa Barbara Restaurant Group Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party Acquiree Indemnified Parties (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party the Acquiror Principal Shareholder (the "“Indemnifying Party"”) under this Section 8Article XII, 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 is prejudiced.
Appears in 4 contracts
Samples: Share Exchange Agreement (Vb Clothing, Inc.), Share Exchange Agreement (Cactus Ventures, Inc.), Share Exchange Agreement (Moving Box Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section §8, 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 thereby is prejudiced.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement (Segmentz Inc)
Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section §8, 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 is prejudiced.
Appears in 4 contracts
Samples: Business Sale and Membership Interest (Penford Corp), Business Sale and Membership Interest (Penford Corp), Stock Purchase Agreement (Solo Cup CO)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8Article 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 thereby is prejudiced.
Appears in 4 contracts
Samples: Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Sonic Solutions/Ca/)
Matters Involving Third Parties. (ia) If any third party shall notify any Party Acquiree Indemnified Parties (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder (the "“Indemnifying Party"”) under this Section 8Article XII, 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 is prejudiced.
Appears in 3 contracts
Samples: Share Exchange Agreement (Lipidviro Tech Inc), Securities Exchange Agreement (Top Gear Inc), Share Exchange Agreement (AmpliTech Group, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 89, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Team Inc), Stock Purchase Agreement (Manuel E Patrick), Stock Restriction Agreement (Team Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 8(S) 9, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De), Asset Purchase Agreement (Applied Extrusion Technologies Inc /De)
Matters Involving Third Parties. (i) 9.3.1 If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Api Supply Agreement, Api Supply Agreement (Baudax Bio, Inc.), Api Supply Agreement (Recro Pharma, Inc.)
Matters Involving Third Parties. (ia) If any third Third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8), 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Escrow Agreement (Certified Services Inc), 1 Purchase Agreement (Certified Services Inc), Customer Assignment Agreement (Certified Services Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8§7, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Issuer Direct Corp), Stock Purchase Agreement (Issuer Direct Corp), Asset Purchase Agreement (Ohio Art Co)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the "Indemnifying Party") under this Section 8Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiceddamaged thereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allscripts Inc /Il), Agreement and Plan of Merger (Allscripts Inc /Il), Asset Purchase Agreement (Lahaina Acquisitions Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 86, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Interactive Magic Inc /Nc/), Asset Purchase Agreement (Euronet Worldwide Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8(S)8, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Share Purchase Agreement (Sonic Foundry Inc), Merger Agreement (Radio One Inc), Merger Agreement (Radio One Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 811, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Grace Development Inc), Agreement and Plan of Merger (Grace Development Inc), Securities Purchase Agreement (Equicap Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this Section 8Article XI, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writingwriting (an “Indemnification Notice”); 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brampton Crest International Inc), Agreement and Plan of Merger (Blue Mountain Resources Inc.), Agreement and Plan of Merger (310 Holdings, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 87, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International), Stock Purchase Agreement (Morningstar, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 812, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Cape Coastal Trading Corp), Stock Purchase Agreement (Cyberspace Vita, Inc.), Stock Purchase Agreement (Synthenol Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 810, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Blink Couture Inc.), Asset Purchase Agreement (Vitalstream Holdings Inc), Stock Purchase Agreement (TradeOn Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section §8, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (WellTek Inc), Stock for Stock Exchange Agreement (Intac International Inc), Stock Purchase Agreement (Innovative Software Technologies Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 87, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Share Exchange Agreement (Winwin Gaming Inc), Stock Purchase Agreement (Jpe Inc), Stock Purchase Agreement (Mti Technology Corp)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section Paragraph 8, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Purchase (Science Dynamics Corp), Assumption Agreement (Canterbury Information Technology Inc), Agreement (Canterbury Information Technology Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party Purchaser (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party the Company (the "Indemnifying Party") under this Section 87, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Softbank Holdings Inc Et Al), H Preferred Stock Purchase Agreement (Vie Financial Group Inc), Series E Preferred Stock Purchase Agreement (Optimark Holdings Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Sync Networks Inc), Stock Purchase Agreement (New England Business Service Inc), Exchange Agreement (Fonix Corp)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article VIII, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Getty Images Inc), Stock Purchase Agreement (Getty Images Inc), Lease (Getty Images Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section Article 8, 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 is actually and materially prejudiced.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Nautilus, Inc.), Schwinn Asset Purchase Agreement (Nautilus, Inc.), Stairmaster Asset Purchase Agreement (Nautilus, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiceddamaged thereby.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Superior Consultant Holdings Corp), Plan and Agreement of Merger (Superior Consultant Holdings Corp), Plan and Agreement of Merger (Superior Consultant Holdings Corp)
Matters Involving Third Parties. (i) If any third party shall notify notifies any Parent Indemnified Party or any Buyer Indemnified Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party Parent or Buyer (the "“Indemnifying Party"”) under this Section 8§7, 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 is actually and materially prejudiced.
Appears in 3 contracts
Samples: Purchase Agreement, Separation Agreement (Wolverine World Wide Inc /De/), Purchase Agreement (Wolverine World Wide Inc /De/)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section Paragraph 8, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Stock Exchange Agreement (Dover Petroleum Inc), Stock Exchange Agreement (Dover Petroleum Inc), Stock Exchange Agreement (American Uranium Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8, 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 thereby is prejudiced.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Kendle International Inc), Stock Purchase Agreement (Escalade Inc), Agreement and Plan of Merger (Targeted Genetics Corp /Wa/)
Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Party Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced by such delay.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Tower Corp /Ma/), Purchase Agreement (Icg Communications Inc /De/)
Matters Involving Third Parties. (i) Section 9.4.1 If any third party shall notify notifies any Party (the "‘‘Indemnified Party"’’) with respect to any matter (a "Third ‘‘Third-Party Claim"’’) which that may give rise to a claim for indemnification against any other Party (the "‘‘Indemnifying Party"’’) under this Section 89.4, 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 is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Epazz Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party either Pegasus, the Surviving Corporation or the Shareholders (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 8Article, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Summe Richard D), Agreement and Plan of Merger (Pegasus Communications Corp)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 8Article 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Williams Controls Inc), Preferred Stock Purchase Agreement (Williams Controls Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other another Party (the "“Indemnifying Party"”) under this Section 8§9, 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 is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Stanadyne Corp), Asset Purchase Agreement (Gentek Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") Parties with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder (the "“Indemnifying Party"”) under this Section 8Article XII, 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 is prejudiced.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sweets & Treats Inc.), Share Exchange Agreement (Sweets & Treats Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section Article 8, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Bridge Inc), Agreement and Plan of Merger (Digital Bridge Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Paragraph 9, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Ecom Ecom Com Inc), Stock Exchange Agreement (Ecom Ecom Com Inc)
Matters Involving Third Parties. (i) If any third party shall will notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall will 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 will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Foreclosure Solutions, Inc.), Stock Purchase Agreement (Find the World Interactive, Inc.)
Matters Involving Third Parties. (i) Section 9.4.1 If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third Third-Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8§9.4, 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 is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Epazz Inc), Asset Purchase Agreement (Epazz Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the "‘‘Indemnified Party"’’) with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any other Party another party to this Agreement (the "‘‘Indemnifying Party"’’) under this Section 8Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; 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 (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is prejudicedactually prejudiced thereby.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Handheld Entertainment, Inc.), Asset Purchase Agreement (Handheld Entertainment, Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8Article 9, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunbelt Automotive Group Inc), Agreement and Plan of Merger (Sunbelt Automotive Group Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") Pa!1(Y)'j with respect to any matter (a "Third Party Pa!1(Y) Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") " under this Section 87, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sunrise Usa Inc), Stock Purchase Agreement (Sunrise Usa Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8ss.6, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Merger Purchase Agreement (Glas-Aire Industries Group LTD), Merger Purchase Agreement (Gheradini Raymond J)
Matters Involving Third Parties. (ia) If any third party shall notify any either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 8§9, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Science & Engineering Inc), Asset Purchase Agreement (Accuray Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies the Purchaser (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any other Party the Seller (the "Indemnifying Party") under this Section 810.2, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; 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 (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is prejudicedactually prejudiced thereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Smith Micro Software Inc), Stock Purchase Agreement (Aladdin Systems Holdings Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Facilitation Agreement (Jacmar Companies), Exchange Agreement (Paradise Music & Entertainment Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
Appears in 2 contracts
Samples: Merger Agreement (Lawson Software Inc), Merger Agreement (Lawson Software Inc)
Matters Involving Third Parties. (i) 13.3.1 If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 813, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party 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 thereby is prejudiced.
Appears in 2 contracts
Samples: License Agreement (Baudax Bio, Inc.), License Agreement (Recro Pharma, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 811, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, provided that no delay on failure to so notify shall not affect any rights or remedies hereunder with respect to indemnification for Adverse Consequences except to the part of the Indemnified Party in notifying any Indemnifying Party shall relieve extent that the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterially prejudiced thereby.
Appears in 2 contracts
Samples: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc)
Matters Involving Third Parties. (i) If any third party shall notify notifies any Party entitled to indemnification hereunder (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8§6, 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 is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Professional Diversity Network, Inc.), Asset Purchase Agreement (Professional Diversity Network, Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "the “Third Party Claim"”) which that may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this Section 8, 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 is prejudiced.
Appears in 2 contracts
Samples: Agreement (Tanger Properties LTD Partnership /Nc/), Agreement (Tanger Factory Outlet Centers Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 8Article 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof as provided in writing; §7.5 below, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 810, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ap Pharma Inc /De/), Asset Purchase Agreement by And (New Generation Foods Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under Section 5 or this Section 8, then the each 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 thereby is actually and materially prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Parallel Technologies Inc), Heller Stock Purchase Agreement (Parallel Technologies Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (( a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8(S) 7, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roper Industries Inc /De/), Agreement and Plan of Merger (Roper Industries Inc /De/)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8section 9, 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) extent the Indemnifying Party thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Washington Homes Inc), Asset Purchase Agreement (Washington Homes Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party (the "Indemnifying Party") under this Section 8, Article X 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reckson Services Industries Inc), Agreement and Plan of Merger (Reckson Services Industries Inc)
Matters Involving Third Parties. (ia) If any third party shall will notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Innuity, Inc. /Ut/), Asset Purchase Agreement (Innuity, Inc. /Ut/)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 813, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Applied Medical Devices Inc), Stock Purchase Agreement (Smi Products Inc)
Matters Involving Third Parties. (i) If any third party shall notify any notifies either Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 810, 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 is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atrinsic, Inc.), Asset Purchase Agreement (Brilliant Digital Entertainment Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Merger Agreement (Rocky Mountain Internet Inc), Merger Agreement (Rocky Mountain Internet Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 87, 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 thereby is prejudicedactually prejudiced by such delay.
Appears in 2 contracts
Samples: Member Interest Purchase Agreement (Armada Water Assets Inc), Member Interest Purchase Agreement (Armada Water Assets Inc)
Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8, 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 is actually and materially prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party the Investor (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party the Company (the "Indemnifying Party") under this Section 86.2, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Optimark Holdings Inc), Securities Purchase Agreement (Ashton Technology Group Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 89, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any its obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced.
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Inc), Purchase Agreement (Allegheny Energy Supply Co LLC)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 8ss.8, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Merger Agreement (Vita Food Products Inc), Stock Purchase Agreement (Vita Food Products Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8, 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 thereby is prejudicedprejudiced thereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Glacier Corp), Purchase and Sale Agreement (Icc Technologies Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"“) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 87, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Laurier International Inc), Stock Purchase Agreement (Laurier International Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CVSL Inc.), Asset Purchase Agreement (Intelligent Living Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 8ss. 9, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Be Aerospace Inc), Agreement and Plan of Reorganization and Merger (Be Aerospace Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 86, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Worldquest Networks Inc), Stock Purchase Agreement (Hines Holdings Inc)
Matters Involving Third Parties. (i1) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 85, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)
Matters Involving Third Parties. (i1) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 87, 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 thereby is prejudicedprejudiced thereby. For purposes of this Section 7(d), matters relating to Taxes that are addressed in Section 8 shall not be deemed to be a Third Party Claim.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Parker Drilling Co /De/), Stock Purchase Agreement (Energy Ventures Inc /De/)
Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this as provided in Section 811.01, 11.02 or 11.03, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Teamstaff Inc), Asset Purchase Agreement (Teamstaff Inc)
Matters Involving Third Parties. (i) a If any third Person not a party shall notify to this Agreement (including, without limitation, any Party Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Purchase Agreement (Pentastar Communications Inc), Pentastar Communications Inc
Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 89, 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 thereby is prejudiced.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pace Health Management Systems Inc), Stock Purchase Agreement (Cavanaughs Hospitality Corp)
