Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 9 contracts
Sources: Asset Purchase Agreement (Choices Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under Section 13 of this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 13.4 of this Agreement.
Appears in 6 contracts
Sources: Stock Purchase Agreement (Alpine 4 Holdings, Inc.), Stock Purchase Agreement, Asset Purchase Agreement (Spindle, Inc.)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 7, the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the other party from whom indemnification is sought (the "“Indemnifying Party"”) in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if a suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 7.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving prior written notice to the Indemnifying Party as provided in Section 7.03.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Can B Corp), Equipment Acquisition Agreement (Can B Corp), Asset Purchase Agreement (Can B Corp)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), Party shall promptly notify give Notice to the party from whom indemnification is sought (the "Indemnifying Party") Party of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim action, claim, or legal proceedings by a third-partyPerson who is not a Party, the notice Notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim action, claim, or legal proceeding by a third party Person for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheldwithheld or delayed) unless such action, unless suit claim, or legal proceeding shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit action, claim, or legal proceeding after notification thereof as provided in Subsection 9.4 of this AgreementNotice thereof.
Appears in 3 contracts
Sources: Share Subscription and Shareholders' Agreement (Wynn Resorts LTD), Shareholders' Agreement (Wynn Resorts LTD), Shareholders’ Agreement (Wynn Resorts LTD)
Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Satcon Technology Corp), Asset Purchase Agreement (Satcon Technology Corp), Asset Purchase Agreement (Satcon Technology Corp)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.04 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 9.04.
Appears in 3 contracts
Sources: Asset Acquisition Agreement (Cell-Nique Corp), Stock and Asset Acquisition Agreement (Navisite Inc), Stock and Asset Acquisition Agreement (Navisite Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 14, the party seeking indemnification asserting the claim (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 14.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 14.3.
Appears in 2 contracts
Sources: Purchase Agreement (Harbor Global Co LTD), Purchase Agreement (Pioneer Group Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification Party entitled to Indemnification (the "an “Indemnified Party"), ”) shall promptly notify the party from whom each Party required to provide such indemnification is sought (the "“Indemnifying Party"”, and in the event that any Seller or any Owner is the Indemnifying Party, a notice to the Sellers’ Agent shall suffice) of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit claim as provided in Section 10.05 after notification thereof as provided in Subsection 9.4 of pursuant to this AgreementSection 10.04, the Indemnified Party may settle or compromise such claim without the Indemnifying Party’s consent.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Functional Brands Inc.), Asset Purchase Agreement (Functional Brands Inc.)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting results from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreementwithheld or delayed.
Appears in 2 contracts
Sources: Acquisition Agreement (Cygne Designs Inc), Acquisition Agreement (Cygne Designs Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification Indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the . The Indemnifying Party shall not have taken control of settle or compromise any such suit after notification thereof as provided in Subsection 9.4 of this Agreementclaim unless such settlement or compromise is without any cost to, and provides for a full and unconditional release of, the Indemnified Party.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Hycomp Inc), Stock Purchase Agreement (Hycomp Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder (a “Claim”), the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party each Party from whom indemnification is sought (the "Indemnifying Party") of the claim Claim and, when known, the facts constituting the basis for such claimthe Claim. In the event of any such claim for indemnification hereunder resulting results from or is in connection with any claim Claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount amount, of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof thereof, as provided in Subsection 9.4 Section 8.3.2 of this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Songzai International Holding Group Inc), Securities Purchase Agreement (Sino Clean Energy Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify notify, in writing, the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreementsection 8.04 hereof.
Appears in 2 contracts
Sources: Acquisition Agreement (Eurogas Inc), Acquisition Agreement (Eurogas Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify notify, in writing, the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which when shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreementsection 10.04 hereof.
Appears in 2 contracts
Sources: Option and Purchase Agreement (Foreland Corp), Option and Purchase Agreement (Petro Source Corp)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 5, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the other party from whom indemnification is sought (the "“Indemnifying Party"”) of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party, provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 5.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Subsection 5.3.
Appears in 1 contract
Sources: Securities Purchase Agreement (Biophan Technologies Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under Section 13 of this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 14.4 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. For purposes of this Section 14.5, notice shall be deemed to be promptly made if it is given to the Indemnifying Party within ten (10) days of receipt by the Indemnified Party of any written notice of any third party claim. In the event of any such claim for indemnification hereunder under this Agreement resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability Liability arising therefromfrom such claim or legal proceeding. The Except as provided in Section 14.6 of this Agreement, the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to may claim indemnification hereunder under this Agreement without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Integra Lifesciences Holdings Corp)
Claims for Indemnification. Whenever any claim shall arise arises for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 6.3.4.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 14, the party seeking indemnification asserting the claim (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control assumed the defense of such suit after notification thereof as provided in Subsection 9.4 14.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Subsection 14.03.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the other party from whom indemnification is sought (the "“Indemnifying Party"”) in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if a suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving prior written notice to the Indemnifying Party as provided in Section 9.03.
Appears in 1 contract
Sources: Asset Acquisition Agreement (Cardium Therapeutics, Inc.)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 9.3 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 10 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 8, the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the other party from whom indemnification is sought (the "“Indemnifying Party"”) in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if a suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 8.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving prior written notice to the Indemnifying Party as provided in Section 8.03.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Article VIII, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought with the obligation to indemnify the Indemnified Party (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party, provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 8.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Subsection 8.4.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Avid Technology Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 10, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom obligated to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed; provided, unless however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 10.05 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 10.05.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify notify, in writing, the party from whom indemnification is sought (the "“Indemnifying Party"”) of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting results from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 8.05 hereof.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party Party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 9.5 of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Peritus Software Services Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 11.4 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit within a reasonable period of time after notification thereof as provided in Subsection 9.4 Section 9.5 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 10.3.4.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification Indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection Section 9.4 of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Microtel International Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 12.04 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify notify, in writing, the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which when shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreementsection 7.04 hereof.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder under this Section 12, the party seeking indemnification asserting the claim (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 12.04 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Subsection 12.04.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 5.4 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if a suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving prior written notice to the Indemnifying Party as provided in Section 9.03.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder under this Section 10, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought required to indemnify (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, ----------------- that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 10.04 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in this Subsection 10.03.
Appears in 1 contract
Sources: Agreement and Plan of Corporate Reorganization (Prodigy Communications Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim claims and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreementherein.
Appears in 1 contract
Sources: Original Screenplay Acquisition Agreement (Clubcharlie Com Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement. The Indemnifying Party shall not settle or compromise any claim by a third party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the each party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such the claim. In the event of any such claim for indemnification hereunder resulting results from or is in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount amount, of the liability arising therefrom. The Indemnified Party party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof thereof, as provided in Subsection 9.4 Section 6.3 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party Buyer or the Seller, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.5 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 9.5.
Appears in 1 contract
Sources: Asset Purchase Agreement (Airport Systems International Inc)
Claims for Indemnification. Whenever any claim shall arise arises for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSECTION 6.3.4.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 7.5 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the indemnified party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the indemnifying party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably unreasonable withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (International Microcomputer Software Inc /Ca/)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 8, the party Buyer or the Company, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Stockholder of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Stockholder; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party Stockholder shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 8.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Stockholder as provided in Section 8.03.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after alter notification thereof as provided in Subsection 9.4 of this Agreement.. -
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 6, the party Purchaser in seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Company of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Company, provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party Company shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 6.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Company as provided in Subsection 6.3.
Appears in 1 contract
Sources: Securities Purchase Agreement (Biophan Technologies Inc)
Claims for Indemnification. Whenever any claim shall -------------------------- arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 7.4 of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bottomline Technologies Inc /De/)
Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder under this Article VI, the party seeking indemnification asserting the claim (the "Indemnified PartyIndemnitee"), ) shall promptly notify the party from against whom indemnification or which the claim is sought being asserted (the "Indemnifying PartyIndemnitor") of the claim and, when to the extent known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the such notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party Indemnitee shall not settle or compromise any claim by a third party for which it Indemnitee is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall (not to be unreasonably withheld) of Indemnitor, unless suit in respect of such claim shall have been instituted against it Indemnitee and the Indemnifying Party Indemnitor shall not have taken control of such suit after notification thereof as provided in Subsection or Indemnitor shall not be entitled to take control thereof pursuant to Section 9.4 of this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Biolase Technology Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 10, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom obligated to make such indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; PROVIDED, HOWEVER, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 10.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to Indemnifying Party as provided in Subsection 10.4.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 paragraph (c) of this AgreementEXHIBIT 6.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Casella Waste Systems Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party Buyer, the Sellers or the Company, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnification Party as provided in Section 9.3.
Appears in 1 contract
Sources: Stock Purchase Agreement (Airport Systems International Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 6, the party seeking indemnification Company (the "Indemnified PartyINDEMNIFIED PARTY"), shall promptly notify the party from whom indemnification is sought Buyer (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 6.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 6.3.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under Section 10 of this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 13.4 of this Agreement.
Appears in 1 contract
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 7.5.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Harvey Entertainment Co)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyparty, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (West Coast Entertainment Corp)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify notif'y the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when knownunknown, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party pany for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and it. No party may agree to equitable relief against the Indemnifying Party shall not have taken control of other party without such suit after notification thereof as provided other party's written consent, given in Subsection 9.4 of this Agreementits sole discretion.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Great American Food Chain, Inc.)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the claim and, when knownunknown, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and it. No party may agree to equitable relief against the Indemnifying Party shall not have taken control of other party without such suit after notification thereof as provided other party’s written consent, given in Subsection 9.4 of this Agreementits sole discretion.
Appears in 1 contract
Sources: Asset Purchase Agreement (Great American Food Chain, Inc.)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not unreasonably be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Article IX, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit within a reasonable time after notification thereof as provided in Subsection Section 9.4 of this Agreement.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Fisher Companies Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party Party seeking indemnification (the "Indemnified Party"), shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 8.4 of this Agreement.
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Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party Party seeking indemnification (the "Indemnified Party"), shall promptly notify notify, in writing, the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-partyany Party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreementsection 5.04 hereof.
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Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party seeking indemnification (the "Indemnified ----------- Party"), shall promptly notify the party from whom indemnification is sought ----- (the "Indemnifying Party") of the claim and, when known, the facts constituting ------------------ the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.
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Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification Buyer (the "Indemnified PartyINDEMNIFIED PARTY"), shall promptly notify the party from whom indemnification is sought Seller (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 5.4 of this Agreement.
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Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification Indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection Section 9.4 of this Agreement.
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Claims for Indemnification. Whenever Whenever: any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 5.4 of this Agreement.
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Sources: Asset Purchase Agreement (Espos Inc)
Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Article 5 the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an any estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 5.5 of this Agreement.
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