Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by BSTR or any BSTR Representative or by Chesscom or any Chesscom Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article IX (an “Indemnity Claim”), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to BSTR, or to Chesscom, as the case may be. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, Within ten (10) days of the receipt of such written notice, BSTR or Chesscom, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Bankers Store Inc)

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Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by BSTR UBI or any BSTR UBI Representative or by Chesscom NOVA or any Chesscom NOVA Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article IX VIII (an "Indemnity Claim"), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to BSTRthe UBI Representative, or to Chesscom, as the case may bewho shall be NOVA Representative. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, . Within ten (10) days of the receipt of such written notice, BSTR UBI Representative or ChesscomNOVA, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder.

Appears in 1 contract

Samples: Acquisition Agreement (UBI Blockchain Internet LTD-DE)

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any Person in respect of which payment may be sought by BSTR or any BSTR Representative or by Chesscom or any Chesscom Representative, against one party hereto from the other, as the case may be (each an “Indemnitee”), other party under the provisions of this Article IX (an “Indemnity Claim”)Agreement, the Indemnitee party seeking indemnification (the "Indemnitee") shall promptly cause written notice of the assertion of any such Claim claim of which it has knowledge which Knowledge that is covered by this indemnity to be forwarded to BSTRthe other party (the "Indemnitor") which notice, or to Chesscom, as in the case of a claim arising under Section 10.2 or 10.3, must be received by the Indemnitor before the expiration of the relevant survival period set forth in Section 10.1 or if no such period is specified, until the applicable period under the statute of limitations therefor has expired; provided, however, that no delay on the part of the Indemnitor in notifying the Indemnitee shall relieve the Indemnitor from any liability or obligation under this Article 10 except to the extent that the Indemnitor is damaged by the delay (but no such delay may beextend the survival period set forth in Section 10.1 for the parties' representations and warranties). Any notice of an Indemnity Claim a claim by reason of any of the representations, warranties warranties, covenants or covenants agreements contained in this Agreement shall state specifically the representation, warranty warranty, covenant or covenant agreement with respect to which the Indemnity Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, Within ten (10) days of the receipt of such written notice, BSTR or Chesscom, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunderclaim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medamicus Inc)

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by BSTR the Parent or any BSTR Parent Representative or by Chesscom TAG or any Chesscom TAG Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article IX X (an "Indemnity Claim"), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to BSTRthe Parent Representative, who shall be Xx Xxxxxxxxx, or to Chesscomthe TAG Representative, who shall be Xxxxxx X. Xxxxxx, as the case may be. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, . Within ten (10) days of the receipt of such written notice, BSTR the Parent Representative or ChesscomTAG, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder.

Appears in 1 contract

Samples: Merger Agreement (AirtimeDSL)

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by BSTR ILCC or any BSTR ILCC Representative or by Chesscom Xxxxx or any Chesscom Xxxxx Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article IX (an “Indemnity Claim”), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to BSTRILCC, or to ChesscomXxxxx, as the case may be. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, . Within ten (10) days of the receipt of such written notice, BSTR ILCC or ChesscomXxxxx, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (INTERNATIONAL LEADERS CAPITAL Corp)

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by BSTR the Parent or any BSTR Parent Representative or by Chesscom Genetic Immunity or any Chesscom Genetic Immunity Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article IX X (an “Indemnity Claim”), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to BSTRthe Parent Representative, who shall be Viktor Rozsnyay, or to Chesscomthe Genetic Immunity Representative, who shall be Zxxxx Xxxxxxxxxx, as the case may be. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, . Within ten (10) days of the receipt of such written notice, BSTR the Parent Representative or ChesscomGenetic Immunity, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Power of the Dream Ventures Inc)

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Notice of Indemnification. In the event any proceeding Legal ------------------------- Proceeding shall be threatened or instituted or any claim or demand shall be asserted by any Purchaser Indemnified Party entitled to indemnification or Sellers Indemnified Party entitled to indemnification in respect of which payment may be sought by BSTR or any BSTR Representative or by Chesscom or any Chesscom Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article IX (an “Indemnity Claim”)XIII or for breach of any of the representations and warranties set forth herein, the Indemnitee Purchaser Indemnified Party entitled to indemnification or Sellers Indemnified Party entitled to indemnification seeking indemnification (the "Indemnitee") shall ---------- promptly cause written notice of the assertion of any such Claim claim of which it has knowledge which is it reasonably believes to be covered by this indemnity to be forwarded to BSTRFox Health, Sellers or to ChesscomPurchaser, as the case may bebe (the "Indemnitor"); provided, however, that the failure to give such notice shall not ---------- -------- ------- effect the indemnification provided hereunder except to the extent the Indemnitor has actually been prejudiced as a result of such failure. Any Subject to the foregoing, any notice of an Indemnity Claim a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, Within ten (10) days of the receipt of such written notice, BSTR or Chesscom, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunderclaim.

Appears in 1 contract

Samples: Asset Purchase Agreement (McKesson Corp)

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by BSTR the Parent or any BSTR Parent Representative or by Chesscom Harbrew New York or any Chesscom Harbrew New York Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article IX X (an “Indemnity Claim”), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to BSTRthe Parent Representative, who shall be Xxx Xxxxxxxxx, or to Chesscomthe Harbrew New York Representative, who shall be Xxxxxxx XxXxxxx, as the case may be. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim, . Within ten (10) days of the receipt of such written notice, BSTR the Parent Representative or ChesscomHarbrew New York, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iconic Brands, Inc.)

Notice of Indemnification. In the event any proceeding Legal Proceeding shall be threatened or instituted or any claim Claim or demand shall be asserted by any Person in respect of which payment may be sought by BSTR or any BSTR Representative or by Chesscom or any Chesscom Representative, against one party hereto from the other, as the case may be (each an “Indemnitee”), other party under the provisions of this Article IX Sections 10.1(a) or (an “Indemnity Claim”d) (but only to the extent subsection (d) relates to a breach of a representation or warranty referred to in Section 10.1(a)), or under Sections 10.2(a) or (c) (but only to the Indemnitee extent subsection (c) relates to a breach of a representation or warranty referred to in Section 10.2(a)), for breach of any of the representations and warranties set forth herein, the party seeking indemnification (the "Indemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim Claim, of which it has knowledge and which is covered by this indemnity indemnity, to be forwarded to BSTRthe other party (the "Indemnitor"); provided, or however, that failure of the Indemnitee to Chesscomgive the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. In all events, notice must be received by the Indemnitor prior to the expiration of the survival terms of the underlying representations and warranties as the case may bedescribed in Section 10.4 above. Any notice of an Indemnity a Legal Proceeding or a Claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state specifically in reasonable detail the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability Liability asserted against the Indemnitor by reason of the Indemnity Claim, Within ten (10) days of the receipt of such written notice, BSTR or Chesscom, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder.

Appears in 1 contract

Samples: Securities Purchase and Contribution Agreement (Dollar Express Inc)

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