Common use of Notice of Loss; Third Party Claims Clause in Contracts

Notice of Loss; Third Party Claims. As promptly as practicable after making such determination with respect to any such matter, an Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this 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 any of its obligations under this Article VIII, except to the extent that the Indemnifying Party is materially prejudiced by such failure.

Appears in 1 contract

Samples: Transaction Agreement

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Notice of Loss; Third Party Claims. As promptly as practicable after making such determination with respect to any such matter, an An Indemnified Party shall give the Indemnifying Party notice of any matter that which an Indemnified Party has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement, within [*****] of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this 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 relieve the Indemnifying Party from any of its obligations under this Article VIIIARTICLE IX, except and only to the extent that the Indemnifying Party is materially was actually prejudiced by the failure to provide such failurenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innophos Holdings, Inc.)

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Notice of Loss; Third Party Claims. As An Indemnified Party shall, promptly as practicable after making such determination with respect to any such matteris made, an Indemnified Party shall give the Indemnifying Party written notice in reasonable detail of any matter that other than a Third‑Party Claim which an Indemnified Party has determined has given given, or would reasonably be expected to give could give, rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method showing computation of computation thereofsuch known Loss, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the any failure to provide give such notice shall not release relieve the Indemnifying Party from any of its obligations under this Article VIIIindemnification obligations, except to the extent that the Indemnifying Party can demonstrate it is materially actually prejudiced by such failurethereby.

Appears in 1 contract

Samples: Sale and Purchase Agreement (W R Grace & Co)

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