Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.
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Samples: Separation and Distribution Agreement (Atlas Resource Partners, L.P.), Separation and Distribution Agreement (Atlas Energy, L.P.), Separation and Distribution Agreement (Atlas Resource Partners, L.P.)
Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 V (an “Indemnified Party”) will promptly give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Liabilities sought arise from matters solely between the parties or from Third Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesLiabilities. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages Liabilities caused by or arising out of such failure.
Appears in 2 contracts
Samples: Master Separation Agreement (Kerr McGee Corp /De), Master Separation Agreement (Tronox Inc)
Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 8 (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”"), whether the Damages sought arise from matters solely between the parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “"Claimed Amount”") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.
Appears in 2 contracts
Samples: Separation Agreement (Fidelity National Title Group, Inc.), Separation Agreement (Fidelity National Title Group, Inc.)
Claim Procedure. (a) Claim Notice. A party Party that seeks indemnity under this Article 5 VI or under Section 2.2 (an “"Indemnified Party”") will shall give written notice (a “"Claim Notice”") to the party Party from whom indemnification is sought (an “"Indemnifying Party”"), whether the Damages Liabilities sought arise from matters solely between the parties Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the “"Claimed Amount”") of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the facts constituting the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, Party and (iii) a demand for payment and/or assumption of responsibility, as the case may be, of those DamagesLiabilities. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will shall relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages Liabilities caused by or arising solely out of such failuredelay or deficiency.
Appears in 2 contracts
Samples: Master Separation Agreement (Cloud Peak Energy Inc.), Master Separation Agreement (Cloud Peak Energy Inc.)
Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 V (an “"Indemnified Party”") will promptly give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”"), whether the Damages Liabilities sought arise from matters solely between the parties or from Third Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “"Claimed Amount”") of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesLiabilities. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages Liabilities caused by or arising out of such failure.
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Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.
Appears in 1 contract
Claim Procedure. (a) Claim Notice. A party Party that seeks indemnity under this Article 5 VII (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Lender Processing Services, Inc.)
Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 8 (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”"), whether the Damages sought arise from matters solely between the parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “"Claimed Amount”") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.
Appears in 1 contract
Samples: Master Agreement (Fidelity National Information Services, Inc.)
Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 2 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Indemnifiable Losses sought arise from matters solely between the parties or from Third Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages Indemnifiable Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesIndemnifiable Losses. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of that any Damages Indemnifiable Losses are caused by or arising by, arise out of or are increased by such failure.
Appears in 1 contract
Samples: Cross Indemnity Agreement