Common use of Procedure with Respect to Third-Party Claims Clause in Contracts

Procedure with Respect to Third-Party Claims. (a)If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.

Appears in 3 contracts

Samples: Asset Purchase Agreement (TREES Corp (Colorado)), Employment Agreement (General Cannabis Corp), Employment Agreement (General Cannabis Corp)

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Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after Closing, any Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Duke Energy CORP), Purchase and Sale Agreement (Baltimore Gas & Electric Co)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after Closing, the Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (CMS Energy Corp)

Procedure with Respect to Third-Party Claims. (a)If a) If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 8.1 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.

Appears in 2 contracts

Samples: Asset Purchase Agreement (General Cannabis Corp), Asset Purchase Agreement (General Cannabis Corp)

Procedure with Respect to Third-Party Claims. (a)If a) If a Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in ), pursuant to Section 8.1 11.1, as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bespoke Extracts, Inc.)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the "Claiming Party") believes it has a claim entitled to indemnification from Claim against the other Party (the "Responding Party") as provided in Section 8.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability Liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consumers Energy Co)

Procedure with Respect to Third-Party Claims. (a)If a g) If any Party is threatened with (or as to Buyer after the Closing, any Acquired Company) becomes subject to a pending Claim or Claim threatened in writing by a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Claim against another Party (the “Responding Party”) as provided in Section 8.1 under this Article X as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy Progress, Inc.)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after Closing, any Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consolidated Edison Inc)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim and the amount thereof in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Black Hills Corp /Sd/)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after the Closing, any Acquired Company) becomes subject to a pending Claim or Claim threatened in writing by a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Claim against another Party (the “Responding Party”) as provided in Section 8.1 under this Article X as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dynegy Inc.)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with or becomes subject to a pending or threatened claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the Claim such claim setting forth the nature of the Claim claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim such claim is materially prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Novation Companies, Inc.)

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Procedure with Respect to Third-Party Claims. (a)If a) If a Party is threatened with or becomes subject to a third third-party Claim, and such Claiming Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Responding Party (the “Responding Party”) as provided in Section 8.1 ‎9.1) as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Panacea Life Sciences Holdings, Inc.)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Indemnified Party is threatened with or becomes subject to a pending or threatened Claim of a third party (a “Third Party Claim, ”) and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Formation and Sale Agreement (Duke Energy CORP)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after Closing, either Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with or becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is actually prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Exelon Corp)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after Closing, Newington Energy) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from Claim against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consolidated Edison Inc)

Procedure with Respect to Third-Party Claims. (a)If a a) If any Party is threatened with (or as to Buyer after Closing, any Project Company) becomes subject to a pending or threatened Claim of a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from against the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for the such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will shall not relieve the Responding Party of liability hereunder except to the extent that the defense of the such Claim is materially prejudiced by the failure to give the such notice.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mirant North America, LLC)

Procedure with Respect to Third-Party Claims. (a)If a) If a Party is threatened with or becomes subject to a third third-party Claim, and such Claiming Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Responding Party (the “Responding Party”) as provided in Section 8.1 9.1) as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Panacea Life Sciences Holdings, Inc.)

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