Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in 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 Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a 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 2 contracts

Samples: Stock Purchase Agreement (Commercial Federal Corp), Stock Purchase Agreement (Commercial Federal Corp)

AutoNDA by SimpleDocs

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 6.2 or 8.36.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII VI by any failure to provide such prompt notice of the existence of a 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 2 contracts

Samples: Asset Purchase Agreement (Conning Corp), Asset Purchase Agreement (Conning Corp)

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail all material respects 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 Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claimThird Party Claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party 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: Stock Purchase Agreement (PMC International Inc)

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party party entitle to and seeking indemnification under this Article IX (an "Indemnified Party") for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the party obligated to provide indemnification under this Article IX (the "Indemnifying Party Party") specifying in detail the source of the Loss or potential Loss under Section 8.2 9.1 or 8.39.2, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII IX by any failure to provide such prompt notice of the existence of a 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: Stock Purchase Agreement (Crompton & Knowles Corp)

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking ---------------------------- indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may beParty. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly within 30 days after notice its receipt of a written assertion of liability from the potential claimthird party; provided, however, that the Indemnified Party shall not be -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII X by any failure to provide such prompt timely notice of the existence of a 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: Merger Agreement (Chapman Michael J)

AutoNDA by SimpleDocs

Notice of Third Party Claims. Any --------- ---------------------------- Seller Indemnified Party or Purchaser Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the such Seller Indemnified Party or Purchaser Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 8.02 or 8.38.03, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that unless 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: Stock Purchase Agreement (Ace LTD)

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking ---------------------------- indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party 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 Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that -------- ------- the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a 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: Merger Agreement (Ziegler Companies Inc)

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 Sec- tion 6.2 or 8.36.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification pursuant indemnification pur- suant to this Article VIII VI by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Indemni- fying 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: Stock Purchase Agreement (Nuveen John Company)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!