Common use of Indemnification Procedures; Matters Involving Third Parties Clause in Contracts

Indemnification Procedures; Matters Involving Third Parties. (a) A Seller Indemnitee or Buyer Indemnitee, as the case may be (for purposes of this Section 5.04, an “Indemnified Party”), shall give the indemnifying party under Section 5.02 and Section 5.03, as applicable (for purposes of this Section 5.04, an “Indemnifying Party”), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Environmental Agreement stating the nature of the Claim and an estimated or actual amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Environmental Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its Obligations under this Article V except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires pursuant to Section 5.01 prior to the giving of such notice.

Appears in 2 contracts

Samples: Environmental Agreement (Par Petroleum Corp/Co), Environmental Agreement (Tesoro Corp /New/)

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Indemnification Procedures; Matters Involving Third Parties. (a) A Seller Indemnitee or Buyer Indemnitee, as the case may be (for purposes of this Section 5.0411.4, an "Indemnified Party"), shall give the indemnifying party under Section 5.02 11.2 and Section 5.0311.3, as applicable (for purposes of this Section 5.0411.4, an "Indemnifying Party"), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Environmental Agreement stating the nature of the Claim and an estimated or actual amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Environmental Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its Obligations under this Article V XI except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires pursuant to Section 5.01 11.1 prior to the giving of such notice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Par Petroleum Corp/Co)

Indemnification Procedures; Matters Involving Third Parties. (a) A Seller Indemnitee or Buyer Indemnitee, as the case may be (for purposes of this Section 5.0411.4, an “Indemnified Party”), shall give the indemnifying party under Section 5.02 11.2 and Section 5.0311.3, as applicable (for purposes of this Section 5.0411.4, an “Indemnifying Party”), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Environmental Agreement stating the nature of the Claim and an estimated or actual amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Environmental Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its Obligations under this Article V XI except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires pursuant to Section 5.01 11.1 prior to the giving of such notice.

Appears in 1 contract

Samples: Environmental Agreement (Tesoro Corp /New/)

Indemnification Procedures; Matters Involving Third Parties. (a) A Seller Indemnitee or Buyer Indemnitee, as the case may be (for purposes of this Section 5.0410.4, an “Indemnified Party”), shall give the indemnifying party under Section 5.02 10.2 and Section 5.0310.3, as applicable (for purposes of this Section 5.0410.4, an “Indemnifying Party”), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Environmental Agreement stating the nature of the Claim and an estimated or actual amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Environmental Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its Obligations under this Article V X except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires pursuant to Section 5.01 10.1 or Section 10.2(b) prior to the giving of such notice.

Appears in 1 contract

Samples: Share Purchase Agreement (Global Clean Energy Holdings, Inc.)

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Indemnification Procedures; Matters Involving Third Parties. (a) A Seller Majority Owner Indemnitee or Buyer Investor Indemnitee, as the case may be (for purposes of this Section 5.049.04, an “Indemnified Party”), shall give the indemnifying party under Section 5.02 9.02 and Section 5.039.03, as applicable (for purposes of this Section 5.049.04, an “Indemnifying Party”), prompt written notice of any matter which it has determined has given or could give rise to a right of indemnification under this Environmental Agreement stating the nature of the Claim and an estimated or actual amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Environmental Agreement in respect of which such right of indemnification is claimed or arisesarises (an “Indemnification Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from its Obligations obligations under this Article V 9 except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires pursuant to Section 5.01 9.01 prior to the giving of such notice.

Appears in 1 contract

Samples: Investment Agreement

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