Common use of Indemnification Procedure for Third Party Claims Against Indemnified Parties Clause in Contracts

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing Date any Indemnified Party asserts a claim for indemnification under this Article VIII, on account of or in connection with any claim or the commencement of any action or proceeding against such Indemnified Party by any person or entity who is not a party to this Agreement (including any Governmental Authority) (a “Third Party Claim”), the Indemnified Party shall give written notice thereof together with a summary of any available information regarding such claim (the “Notice of Claim”) to the Indemnifying Party promptly after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 15 days of its receipt from the Indemnified Party of the Notice of Claim, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Miscor Group, Ltd.), Asset Purchase Agreement (Miscor Group, Ltd.), Ssa Asset Purchase Agreement (Miscor Group, Ltd.)

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Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that that, subsequent to the Closing Date any Closing, the Purchaser or UICI (each, an "Indemnified Party asserts a claim for indemnification under this Article VIII, on account Party") receives notice of or in connection with the assertion of any claim or of the commencement of any action or proceeding against such Indemnified Party by any person or entity who is not a party to this Agreement (including including, but not limited to, any Governmental Authority) (a "Third Party Claim”)") against such Indemnified Party, with respect to which the Purchaser or UICI ("Indemnifying Party") is required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice thereof together with a summary statement of any available information regarding such claim (the “Notice of Claim”) to the Indemnifying Party promptly within thirty (30) days after learning of such Third claim (or within such shorter time as may be necessary to give the Indemnifying Party Claima reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within 15 thirty (30) days of its after receipt from the an Indemnified Party of the Notice notice of Claimsuch claim, to conduct at its expense the defense against such Third Party Claim claim in its own name, name or, if necessary, in the name of the Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Uici)

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing Date any party or parties entitled to indemnification hereunder (“Indemnified Party Party”) asserts a claim for indemnification under this Article VIIIIV, on account of or in connection with any claim or the commencement of any action or proceeding against such Indemnified Party by any person or entity Person who is not a party to this Agreement (including any Governmental Authority) (a “Third Party Claim”), the Indemnified Party shall give written notice thereof together with a summary statement of any available information regarding such claim (the “Notice of Third Party Claim”) to the party against whom a claim for indemnification has been asserted (“Indemnifying Party promptly Party”) as soon as reasonably practicable after learning of such Third Party Claim. The Failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder, except that the foregoing shall have not constitute a waiver by the right, upon written notice to Indemnifying Party of any claim against the Indemnified Party (the “Defense Notice”) within 15 days of its receipt from the Indemnified Party of the Notice of Claim, to conduct at its expense the defense against for losses caused by such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Partydelay.

Appears in 1 contract

Samples: Asset Purchase and Settlement Agreement (CastleRock Security Holdings, Inc.)

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing Date any party or parties entitled to indemnification hereunder (“Indemnified Party Party”) asserts a claim for indemnification an Indemnity Claim under this Article VIIIIX, on account of or in connection with any claim or the commencement of any action or proceeding against such Indemnified Party by any person or entity Person who is not a party Party to this Agreement or an Affiliate of such a Party (including including, without any limitation, any Governmental Authority) Authority (a “Third Party Claim”), the Indemnified Party shall give written notice thereof together with a summary statement of any available information regarding such claim (the “Notice of Claim”) to the Party against whom the Indemnity Claim has been asserted (“Indemnifying Party promptly Party”) as soon as reasonably practicable after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Failure by an Indemnified Party (the “Defense Notice”) within 15 days to provide notice on a timely basis of its receipt from the Indemnified Party of the Notice of Claim, to conduct at its expense the defense against such a Third Party Claim in shall not relieve the Indemnifying Party of its own nameobligations hereunder, or, if necessary, in except that the name foregoing shall not constitute a waiver by the Indemnifying Party of the Indemnified Partyany claim for direct damages caused by such delay.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kapstone Paper & Packaging Corp)

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Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing Date any Indemnified Party asserts a claim for indemnification under this Article VIII, on account of or in connection with any claim or the commencement of any action or proceeding against such Indemnified Party by any person or entity who is not a party to this Agreement (including any Governmental Authority) (a “Third Party Claim”), the Indemnified Party shall give written notice thereof together with a summary of any available information regarding such claim (the “Notice of Claim”) to the Indemnifying Party promptly after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 15 days of its receipt from the Indemnified Party of the Notice of Claim, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified indemnified Party.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Miscor Group, Ltd.)

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