Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party under Section 10.2 or against TXI Party under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Chaparral Steel CO), Separation and Distribution Agreement (Chaparral Steel CO), Separation and Distribution Agreement (Chaparral Steel CO)
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Halyard Party under Section 10.2 or against TXI Party Xxxxxxxx-Xxxxx under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 3 contracts
Samples: Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.), Distribution Agreement (Halyard Health, Inc.)
Procedures for Indemnification of Third Party Claims. (a) If any third party Person shall make any claim or commence any arbitration proceeding or suit Action (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party member of the Clearwater Group under Section 10.2 or against TXI Party any member of the Potlatch Group under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent (and only to the extent) that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Potlatch Forest Products CORP), Separation and Distribution Agreement (Potlatch Corp), Separation and Distribution Agreement (Potlatch Forest Products CORP)
Procedures for Indemnification of Third Party Claims. (a) If any third party Third Party shall make any claim or commence any arbitration proceeding Action (each such claim or suit (collectively, Action being a “Third Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party Post under Section 10.2 11.02 or against TXI Party Ralcorp under Section 10.311.03, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a11.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article XXI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide prompt notice.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Ralcorp Holdings Inc /Mo), Separation and Distribution Agreement (Post Holdings, Inc.), Separation and Distribution Agreement (Post Holdings, Inc.)
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral SpinCo Party under Section 10.2 7.2 or against TXI Party Jefferies under Section 10.37.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a7.6(a) shall not relieve the related relevant Indemnifying Party of its obligations under this Article XVII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Jefferies Financial Group Inc.), Separation and Distribution Agreement (Vitesse Energy, Inc.)
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “"Third Party Claim”") against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party Licensor under Section 10.2 SECTION 8.01 or against TXI Party Licensee under Section 10.3SECTION 8.02, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail, and the following provisions shall apply. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(asubsection (a) shall not relieve the related Indemnifying Party of its obligations under this Article XARTICLE VIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 2 contracts
Samples: Intellectual License Agreement (Voyager Group Inc/Ca/), Intellectual Property License Agreement (Voyager Group Inc/Ca/)
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral a TreeHouse Party under Section 10.2 or against TXI a Dxxx Party under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 2 contracts
Samples: Distribution Agreement (TreeHouse Foods, Inc.), Distribution Agreement (Dean Foods Co/)
Procedures for Indemnification of Third Party Claims. (a) If any third third-party shall make any claim or commence any arbitration proceeding or suit (collectively, a “"Third Party Claim”") against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party Xxxxxxx Optionholder under Section 10.2 12.1 or against TXI Party Xxxxxx Japan under Section 10.312.2, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail, and the following provisions shall apply. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a12.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article XXII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 1 contract
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “"Third Party Claim”") against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party Licensor under Section 10.2 SECTION 8.01 or against TXI Party Licensee under Section 10.3SECTION 8.02, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail, and the following provisions shall apply. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.this
Appears in 1 contract
Samples: License Agreement (Eloyalty Corp)
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Neenah Party under Section 10.2 or against TXI Party Xxxxxxxx-Xxxxx under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 1 contract
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”” ) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Neenah Party under Section 10.2 or against TXI Kxxxxxxx-Xxxxx Party under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
Appears in 1 contract
Procedures for Indemnification of Third Party Claims. (a) If any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a “Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Neenah Party under Section 10.2 or against TXI Kxxxxxxx-Xxxxx Party under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party describing such Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice in accordance with this Section 10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to provide notice.
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