PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand is prejudiced by the failure to give such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.), Stock Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.), Stock Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is prejudiced by the failure to give such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Multimedia Platforms Inc.), Asset Purchase Agreement (Emmis Communications Corp)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced by the failure to give such notice.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Champion Industries Inc), Asset Purchase Agreement (International Textile Group Inc)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “such Indemnified Party”) Party shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) Party in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially and irrevocably prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person Party shall claim indemnification hereunder arising from any claim or demand Claim of a third party, the party Party seeking indemnification (the “"Indemnified Party”") shall notify in writing the party Party from whom which indemnification is sought (the “"Indemnifying Party”") in writing of the basis for such claim or demand and such notice shall set Claim, setting forth the nature of the claim or demand Claim in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand Claim is materially prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (PPL Electric Utilities Corp)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim claims indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced by the failure to give such notice.
Appears in 1 contract
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “"Indemnified Party”") shall notify the party from whom indemnification is sought (the “"Indemnifying Party”") in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand is materially prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hirsch International Corp)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person Party shall claim indemnification hereunder arising from any claim or demand Claim of a third party, the party Party seeking indemnification (the “"Indemnified Party”") shall notify the party Party from whom indemnification is sought (the “"Indemnifying Party”") in writing of the basis for such claim or demand and such notice shall set Claim setting forth the nature of the claim or demand Claim in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand Claim is prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Public Service Co of New Mexico)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party Party seeking indemnification (the “Indemnified Party”) shall notify the party Party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand is prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Option and Put Agreement (Vivus Inc)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person party shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “"Indemnified Party”") shall notify the party from whom indemnification is sought (the “"Indemnifying Party”") in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand is prejudiced by the failure to give such notice.
Appears in 1 contract
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is prejudiced by the failure to give such notice.
Appears in 1 contract
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “"Indemnified Party”") shall notify the party from whom indemnification is sought (the “"Indemnifying Party”") in writing of the basis for such claim or demand and such notice shall set setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Culp Inc)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person Party shall claim indemnification hereunder arising from any claim or demand Claim of a third party, the party Party seeking indemnification (the “Indemnified Party”) shall notify the party Party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set Claim setting forth the nature of the claim or demand Claim in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand Claim is prejudiced by the failure to give such notice.
Appears in 1 contract
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person Party shall claim indemnification hereunder arising from any claim or demand Claim of a third party, the party Party seeking indemnification (the “Indemnified Party”) shall notify in writing the party Party from whom which indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set Claim, setting forth the nature of the claim or demand Claim in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand Claim is materially prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall a claim indemnification hereunder arising from any claim or demand of by a third party, the party seeking indemnification (the “is made against an Indemnified Party”) , and if such Indemnified Party intends to seek indemnity with respect thereto hereunder, such Indemnified Party shall notify promptly furnish written notice to the party from whom indemnification is sought other Party (the “Indemnifying Party”) in writing of such Claim, setting forth the basis for such claim or demand Claim and such notice shall set forth the nature of the claim or demand Claim in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand Claim is materially prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Yp Corp)
PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Person shall claim indemnification hereunder arising from any claim or demand or potential claim or demand of a third party, the party Party seeking indemnification (the “Indemnified Party”) shall notify the party Party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the defense of such claim or demand is prejudiced by the failure to give such notice.
Appears in 1 contract
Samples: Option and Put Agreement (Vivus Inc)