Notice of Third Party Claims. An Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim consisting of a matter asserted by a third person that might give rise to any indemnity obligation of the Indemnifying Party hereunder (a "Third Party Claim"), specifying in reasonable detail the nature thereof and indicating the amount (if known, or estimated if necessary) of the Damages that have been or may be sustained by the Indemnified Party. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder. Together with or following such notice, the Indemnified Party shall deliver to the Indemnifying Party copies of all notices and documents received by the Indemnified Party relating to the Third Party Claim (including court papers).
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Samples: Merger Agreement (Provant Inc), Merger Agreement (Provant Inc), Merger Agreement (Provant Inc)
Notice of Third Party Claims. An Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim consisting of a matter asserted by a third person that might give rise to any indemnity obligation of the Indemnifying Party hereunder (a "Third Party Claim"), specifying in reasonable detail the nature thereof and indicating the amount (if known, or estimated if necessary) of the Damages that have been or may be sustained by the Indemnified Party. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a -45- 46 result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder. Together with or following such notice, the Indemnified Party shall deliver to the Indemnifying Party copies of all notices and documents received by the Indemnified Party relating to the Third Party Claim (including court papers).
Appears in 1 contract
Samples: Merger Agreement (Provant Inc)
Notice of Third Party Claims. An Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim consisting of a matter asserted by a third person that might give rise to any indemnity obligation of the Indemnifying Party hereunder (a "Third Party Claim"), specifying in reasonable detail the nature thereof and indicating the amount (if known, or estimated if necessary) of the Damages that have been or may be sustained by the Indemnified Party. Failure -47- 48 of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder. Together with or following such notice, the Indemnified Party shall deliver to the Indemnifying Party copies of all notices and documents received by the Indemnified Party relating to the Third Party Claim (including court papers).
Appears in 1 contract
Samples: Merger Agreement (Provant Inc)
Notice of Third Party Claims. An Indemnified Party shall promptly ---------------------------- notify the Indemnifying Party in writing of any Claim consisting of a matter asserted by a third person that might give rise to any indemnity obligation of the Indemnifying Party hereunder (a "Third Party Claim"), specifying in reasonable detail the nature thereof and indicating the amount (if known, or estimated if necessary) of the Damages that have been or may be sustained by the Indemnified Party. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 910, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder. Together with or following such notice, the Indemnified Party shall deliver to the Indemnifying Party copies of all notices and documents received by the Indemnified Party relating to the Third Party Claim (including court papers).
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