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 Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying Party 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 the Indemnified Party becomes aware of the potential claim 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 VI by any failure to provide 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.

Appears in 1 contract

Sources: 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 Indemnifying 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 prompt written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may beParty. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after the Indemnified Party becomes aware discovery of the potential claim subject to the limitation of the survival periodclaim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI IX by any failure to provide such prompt 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 suchsuch delay.

Appears in 1 contract

Sources: Merger Agreement (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 Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 9.1 or 6.39.2, 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 the Indemnified Party becomes aware of the potential claim subject to the limitation of the survival periodclaim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI IX by any failure to provide 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.

Appears in 1 contract

Sources: Stock Purchase Agreement (Crompton & Knowles 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 Indemnifying Indemnified Party (a "Non-Third Party Claim") ), including any claim by an Indemnified Party for indemnification pursuant to Section 10.3, shall give prompt written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may beParty. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after the Indemnified Party becomes aware discovery of the potential claim subject to the limitation of the survival periodclaim; providedPROVIDED, howeverHOWEVER, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI X by any failure to provide such prompt 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 suchsuch delay.

Appears in 1 contract

Sources: Merger Agreement (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 Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 7.02 or 6.3Section 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 the Indemnified Party becomes aware of the potential claim subject to the limitation of the survival periodclaim; provided, however, that -------- ------- the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI VII by any failure to provide 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.

Appears in 1 contract

Sources: 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 Indemnifying 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 prompt written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may beParty. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after the Indemnified Party becomes aware discovery of the potential claim subject to the limitation of the survival periodclaim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI VII by any failure to provide such prompt 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 suchsuch delay.

Appears in 1 contract

Sources: Purchase Agreement (Waddell & Reed Financial 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 Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying Party 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 the Indemnified Party becomes aware of the potential claim subject to the limitation of the survival periodclaim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI by any failure to provide 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.

Appears in 1 contract

Sources: 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 Indemnifying Indemnified Party (a "Non-Non- Third Party Claim") ), including any claim by an Indemnified Party for indemnification pursuant to Section 10.3, shall give prompt written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may beParty. Written notice to the Indemnifying Party of the existence of a Non-Third Party Claim shall be given by the Indemnified Party promptly after the Indemnified Party becomes aware discovery of the potential claim subject to the limitation of the survival periodclaim; provided, however, that the Indemnified -------- ------- Party shall not be foreclosed from seeking indemnification pursuant to this Article VI X by any failure to provide such prompt 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 suchsuch delay.

Appears in 1 contract

Sources: Merger Agreement (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 Indemnifying Party (a "Non-Third Party Claim") shall give prompt written notice to the Indemnifying Party specifying in reasonable detail the source of the Loss or potential Loss under Section 6.2 8.2 or 6.38.3, 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 the Indemnified Party becomes aware of the potential claim subject to the limitation of the survival periodclaim; provided, however, that the Indemnified Party -------- ------- shall not be foreclosed from seeking indemnification pursuant to this Article VI VIII by any failure to provide 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.

Appears in 1 contract

Sources: Merger Agreement (Ziegler Companies Inc)