Common use of Notification and Third Party Claims Clause in Contracts

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative written notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions:

Appears in 4 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)

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Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions:

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Global Energy, Inc.), Asset Purchase and Sale Agreement (Global Energy, Inc.)

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises ("Claim Notice"), provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions:

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Tosco Corp), Asset Purchase and Sale Agreement (Ultramar Diamond Shamrock Corp)

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises ("Claim Notice”), ") provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Frontier Oil Corp /New/)

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days day notice shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative Parties not resolved within the this thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. IX. The obligations and liabilities of an Indemnifying Party under this Article IX VIII with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX VIII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions:

Appears in 1 contract

Samples: Member Interest Purchase Agreement (Luna Innovations Inc)

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Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days day notice shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative Parties not resolved within the this thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. 15. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Tosco Corp)

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises ("Claim Notice"), provided that the failure of the Indemnified Party to provide such 30-day notice within thirty (30) days shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative not resolved within the thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. The obligations and liabilities of an Indemnifying Party under this Article IX 14 with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX 14 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Holly Corp)

Notification and Third Party Claims. Within thirty (30) days following the determination thereof, an Indemnified Party shall give the Seller Representative Indemnifying Party written notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Damage, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (“Claim Notice”), provided that the failure of the Indemnified Party to provide such notice within thirty (30) days day notice shall only relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced by such failure. Any Claim between the Indemnified Party and Seller Representative Parties not resolved within the this thirty (30) day period following delivery of the Claim Notice shall be handled pursuant to the dispute resolution provisions set forth in Article X. XV. The obligations and liabilities of an Indemnifying Party under this Article IX XIV with respect to Damages arising from claims of any third party that are subject to the indemnification provisions of this Article IX XIV (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Premcor Inc)

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