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

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Share Purchase Agreement (Waters Corp /De/)

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Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX Section 9.4 (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor Stockholders’ Representative in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor Indemnitors of any Liability it the Indemnitors may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual harm to the Indemnitor Indemnitors with respect to such Third Party Claim.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sangamo Biosciences Inc)

Indemnification Procedure for Third Party Claims. (a) In i)In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX VI (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual and material harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice becomes aware of the assertion possibility of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability it may have to the Indemnitee, Indemnitee except and only to the extent that such failure or delay actually and materially causes actual harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Employment Agreement (InfuSystem Holdings, Inc)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX VI (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medialink Worldwide Inc)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX X (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that the Indemnitor can demonstrate that such failure or delay actually and materially causes caused actual harm prejudice to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

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Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX ARTICLE VIII (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual harm to the Indemnitor or otherwise prejudices the Indemnitor, in each case, with respect to such Third Party Claim.

Appears in 1 contract

Samples: Merger Agreement (Sprouts Farmers Markets, LLC)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX X (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual harm prejudice to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Purchase Agreement (DXP Enterprises Inc)

Indemnification Procedure for Third Party Claims. (ai) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article IX VI (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”). The ; provided that the failure or delay in notifying the Indemnitor of such Third Party Claim shall not, however, will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual and material harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (SpartanNash Co)

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