Common use of Notice of Non-Third Party Claims Clause in Contracts

Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Party (a "Non-Third Party Claim") shall give written notice to the Indemnifying Party. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII by any failure to provide timely notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Appears in 1 contract

Samples: Purchase Agreement (Waddell & Reed Financial Inc)

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Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying PartyParty specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII VI by any failure to provide timely such prompt notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Asset Purchase Agreement (Conning Corp)

Notice of Non-Third Party Claims. Any Indemnified Party -------------------------------- seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Party (a "Non-Non- Third Party Claim") ), including any claim by an Indemnified Party for indemnification pursuant to Section 10.3, shall give written notice to the Indemnifying Party. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery of the potential claim; provided, however, that the Indemnified -------- ------- Party shall not be foreclosed from seeking indemnification pursuant to this Article VII X by any failure to provide timely notice of the existence of a Non-Non- Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chapman Michael J)

Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Party (a "Non-Third Party Claim") ), including any claim by an Indemnified Party for indemnification pursuant to Section 10.3, shall give written notice to the Indemnifying Party. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery of the potential claim; providedPROVIDED, howeverHOWEVER, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII X by any failure to provide timely notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Private Bancorp Inc)

Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Party (a "Non-Third Party Claim") ), including any claim by an Indemnified Party for indemnification pursuant to Section 9.3 of this Agreement, shall give written notice to the Indemnifying Party. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII IX by any failure to provide timely notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Appears in 1 contract

Samples: Plan of Merger (Washington Trust Bancorp Inc)

Notice of Non-Third Party Claims. Any Indemnified Party seeking --------------------------------- indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give written notice to the Indemnifying PartyParty specifying in reasonable detail the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claim; provided, however, that the Indemnified Party -------- ------- shall not be foreclosed from seeking indemnification pursuant to this Article VII VIII by any failure to provide timely such prompt notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ziegler Companies Inc)

Notice of Non-Third Party Claims. Any Indemnified Indemni- fied Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement Agree- ment against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying PartyParty specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII Arti- cle VI by any failure to provide timely such prompt notice of the existence ex- istence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually actu- ally incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuveen John Company)

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Notice of Non-Third Party Claims. Any Indemnified Party seeking -------------------------------- indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give written notice to the Indemnifying PartyParty specifying in detail the source of the Loss or potential Loss under Section 7.02 or Section 7.03, as ------------ ------------ the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claim; provided, however, that -------- ------- the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII by any failure to provide timely such prompt notice of the ----------- existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-of- pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bankrate Inc)

Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give written notice to the Indemnifying PartyParty specifying in detail the source of the Loss or potential Loss under Section 5.3(b) or Section 5.3(c), as the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII Section 5.3 by any failure to provide timely such prompt notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Community Bankshares Inc)

Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying PartyParty specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claimclaim subject to the limitation of the survival period; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII VI by any failure to provide timely such prompt notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Asset Purchase Agreement (Conning Corp)

Notice of Non-Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by any party to this Agreement against the Indemnified Party or, if the Indemnified Party is a Person specified in Section 7.1, against the Legend Companies or any of their Affiliates or asserted by the Indemnified Indemnifying Party (a "Non-Third Party Claim") shall give written notice to the Indemnifying PartyParty specifying in detail the source of the Loss or potential Loss under Section 9.1 or 9.2, as the case may be. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after discovery the Indemnified Party becomes aware of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VII IX by any failure to provide timely such prompt notice of the existence of a Non-Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delaysuch.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crompton & Knowles Corp)

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