Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity under the provisions of this Agreement, including receipt by it of a demand or Action by any Third Party (a “Third Party Claim”), with respect to any matter as to which a Service Provider Indemnified Party or an Owner Indemnified Party, as applicable (each, an “Indemnified Party”), asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including a formal demand for indemnification under this Agreement (an “Indemnity Demand”). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand.
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Samples: Services and Employee Secondment Agreement (DCP Midstream, LP), Services and Employee Secondment Agreement, Services and Employee Secondment Agreement (DCP Midstream Partners, LP)
Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity (an “Indemnity Demand”) under the provisions of this Agreement, including receipt by it of a demand or Action Claim by any Third Party (a “Third Party Claim”)Party, with respect to any matter as to which a Service Provider Indemnified Party or an Owner Indemnified Party, as applicable (each, an “Indemnified Party”), asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly prompt Notice thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including have. Such Notice shall include a formal demand for indemnification under this Agreement (an “Indemnity Demand”)Agreement. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if to the extent that the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice notice, or other legal, equitable equitable, or administrative process relating to the Indemnity Demand.
Appears in 2 contracts
Samples: Construction, Operations and Maintenance Agreement, Construction, Operations and Maintenance Agreement (Kayne Anderson Acquisition Corp)
Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity under the provisions of this Agreement, including receipt by it of a demand or Action Claim by any Third Party (a “Third Party Claim”)Party, with respect to any matter as to which a Service Provider an Operator Indemnified Party or an Owner Indemnified Party, Party as applicable (each, an “Indemnified Party”), ) asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly thereof (and in any event within 30 days thereafter) in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as ****TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX CORPORATION UNDER 17C.F.R. SECTION 200.80(B)(4), 200.83 AND 240.24b-2 it shall have reasonable access to and including a formal demand for indemnification under this Agreement (an “Indemnity Demand”). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand.
Appears in 2 contracts
Samples: Operations and Reimbursement Agreement (Heckmann CORP), Operations and Reimbursement Agreement (Heckmann CORP)
Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity under the provisions of this Agreement, including receipt by it of a demand or Action by any Third Party (a “Third Party Claim”), with respect to any matter as to which a an Service Provider Indemnified Party or an Owner Indemnified Party, Party as applicable (each, an “Indemnified Party”), ) asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including a formal demand for indemnification under this Agreement (an “Indemnity Demand”). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand.
Appears in 2 contracts
Samples: Services Agreement by And, Services Agreement (DCP Midstream Partners, LP)
Indemnification Demands. Each Party party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity (an “Indemnity Demand”) under the provisions of this AgreementLease, including receipt by it of a demand or Action Claim by any Third Person other than a Landlord Party or Tenant Party (each, a “Third Party ClaimParty”), ) with respect to any matter as to which a Service Provider Indemnified Party or an Owner Indemnified Party, as applicable indemnified party (each, an “Indemnified Party”), asserts a right to indemnity under the provisions of this AgreementLease, it will give prompt notice promptly thereof in writing to the Party party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including have. Such notice shall include a formal demand for indemnification under this Agreement (an “Indemnity Demand”)Lease. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if to the extent that the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement Lease and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice notice, or other legal, equitable equitable, or administrative process relating to the Indemnity Demand.
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Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity (an “Indemnity Demand”) under the provisions of this Agreement, including receipt by it of a demand or Action by any Third Party (a “Third Party Claim”), Agreement with respect to any matter as to which a Service Provider an Operator Indemnified Party or an Owner Indemnified Party, Party as applicable (each, an “Indemnified Party”), ) asserts a right to indemnity under the provisions of this Agreement, it will give prompt notice promptly thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including have. Such notice shall include a formal demand for indemnification under this Agreement (an “Indemnity Demand”)Agreement. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand. If an Indemnity Demand goes unresolved, the Indemnity Demand shall be referred to an Arbitrator for resolution pursuant to the procedures of Article 9.
Appears in 1 contract
Samples: Purchase Agreement (Knight Inc.)
Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity under the provisions of this Agreement, including receipt by it of a demand or Action by any Third Party (a “Third Party Claim”), with respect to any matter as to which a Service Provider an GP Indemnified Party or an Owner WMLP Indemnified Party, Party as applicable (each, an “Indemnified Party”), ) asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including a formal demand for indemnification under this Agreement (an “Indemnity Demand”). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand.
Appears in 1 contract
Samples: Services Agreement
Indemnification Demands. Each Party hereunder agrees that promptly upon its discovery of facts giving rise to a demand for indemnity under the provisions of this Agreement, including receipt by it of a demand or Action by any Third Party (a “Third Party Claim”), with respect to any matter as to which a Service Provider an GP Indemnified Party or an Owner AELP Indemnified Party, Party as applicable (each, an “Indemnified Party”), ) asserts a right to indemnity under the provisions of this Agreement, it will give notice promptly thereof in writing to the Party against which such a right is being asserted (the “Indemnifying Party”), together with a statement of such information respecting any of the foregoing as it shall have reasonable access to and including a formal demand for indemnification under this Agreement (an “Indemnity Demand”). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any Indemnity Demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement and such failure materially and adversely affects the ability of the Indemnifying Party or its counsel to defend against such matter and to make a timely response thereto including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the Indemnity Demand.
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