Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 8 contracts
Sources: Asset Contribution and Exchange Agreement, Asset Contribution and Exchange Agreement, Asset Contribution and Exchange Agreement (Novamed Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 12.3 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 8 contracts
Sources: Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 Sections 11.3, 11.4 and 11.5 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 7 contracts
Sources: Merger Agreement (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp)
Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 12.3 8.3 or 8.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Compass International Services Corp), Stock Purchase Agreement (Compass International Services Corp), Stock Purchase Agreement (Compass International Services Corp)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 Sections 8.4 or 8.5, will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or to the extent that it was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 3 contracts
Sources: Stock Purchase and Sale Agreement (Dsi Toys Inc), Stock Purchase and Sale Agreement (Mvii LLC), Stock Purchase and Sale Agreement (Mvii LLC)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 9.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 3 contracts
Sources: Asset Purchase Agreement (KAR Auction Services, Inc.), Asset Purchase Agreement (KAR Auction Services, Inc.), Asset Purchase Agreement (KAR Auction Services, Inc.)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 Sections 9.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 2 contracts
Sources: Purchase Agreement (Fortress Group Inc), Purchase Agreement (Fortress Group Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 Sections 9.3 and 9.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Fortress Group Inc), Purchase Agreement (Fortress Group Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 this Article IX will not affect the rights or obligations of any party Party hereunder except and only to the extent that, as a result of such failure, any party Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly actually and materially damaged prejudiced as a result of such failure to give timely noticenotice vis-à -vis its rights and obligations hereunder or otherwise.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Alkami Technology, Inc.), Asset Purchase Agreement (Alkami Technology, Inc.)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 9.3 or 9.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 2 contracts
Sources: Merger Agreement (Centerpoint Advisors Inc), Merger Agreement (Centerpoint Advisors Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 8.2(c) will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a direct result of such failure to give timely notice.
Appears in 2 contracts
Sources: Equity Purchase Agreement, Equity Purchase Agreement (Dolan Media CO)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate promptly provide notice as provided in Section 12.3 10.04(b) will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged or prejudiced as a result of such failure to give timely notice.
Appears in 2 contracts
Sources: Merger Agreement (Navarre Corp /Mn/), Merger Agreement (Navarre Corp /Mn/)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 Sections 9.3 or 9.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of his, her or its right to recover any payment under his, her or its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Contribution Agreement (Green Energy Renewable Solutions, Inc.)
Failure to Give Timely Notice. A failure by an Indemnified Party to ----------------------------- give timely, complete or accurate notice as provided in Section 12.3 9.3 or 9.4 will ----------- --- not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in Section 12.3 will 8.3 or 8.4 shall not affect the rights or obligations of any party Party hereunder except and only to the extent that, as a result of such failure, any party Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 12.3 will not affect the rights or obligations of any party Party hereunder except and only to the extent that, as a result of such failure, any party Indemnifying Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and or materially prejudiced or damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Stock Purchase Agreement (Security National Financial Corp)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 8.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Stock Purchase Agreement (Insurance Auto Auctions, Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 10.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a direct result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 12.3 8 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 Sections 7.2 or 7.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of his, her or its right to recover any payment under his, her or its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in Section 12.3 will 8.3 or 8.4 shall not affect the rights or obligations of any party either Party hereunder except and only to the extent that, as a result of such failure, any party Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in this Section 12.3 11 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such that failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such a failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in Section 12.3 will 8(c) or 8(d) shall not affect the rights or obligations of any party either Party hereunder except and only to the extent that, as a result of such failure, any party Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.
Appears in 1 contract
Sources: Stock Purchase Agreement (Centennial Communications Corp /De)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 5.3 or 5.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage coverage, or deprived of its right to assert any claim because of expiration of the applicable statute of limitations, or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Company Stockholder Agreement (Centerprise Advisors Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 SECTION 7.1.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 7.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a 33PAGE result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 SECTION 7.1.3 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.insurance
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in Section 12.3 will 9.3 or 9.4 shall not affect the rights or obligations of any party either Party hereunder except and only to the extent that, as a result of such failure, any party Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.
Appears in 1 contract
Sources: Unit Purchase Agreement (Echo Global Logistics, Inc.)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 8.4 or 8.5 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its any applicable insurance coverage of which the Indemnified Party has been given notice prior to the Closing or to the extent that it was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Unit and Stock Purchase and Sale Agreement (Chancellor Media Corp of Los Angeles)
Failure to Give Timely Notice. A Except as provided in Section 7.7, a failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 will required under Sections 7.3 or 7.4 shall not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged or prejudiced as a result of such failure to give timely notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in Section 12.3 Sections 8.3 or 8.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in Section 12.3 10.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Share Exchange Agreement (Recycling Industries Inc)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete or accurate notice notice, as provided in Section 12.3 Sections 7.4 and 7.5, will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Master Transaction Agreement (PACIFIC GAS & ELECTRIC Co)
Failure to Give Timely Notice. A failure by an Indemnified Party to give timely, complete complete, or accurate notice as provided in Section 12.3 will Sections 7.7 or 7.4 shall not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially adversely affected or damaged as a result of such failure to give timely timely, complete, and accurate notice.
Appears in 1 contract
Failure to Give Timely Notice. A failure by an Indemnified ----------------------------- Party to give timely, complete or accurate notice as provided in this Section 12.3 6.2 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allin Communications Corp)