Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Appears in 10 contracts
Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim which shall be governed by Section 8.5(b9.2(b)), within thirty twenty (3020) days Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.
Appears in 6 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Netscout Systems Inc), Merger Agreement
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b6.4(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Appears in 4 contracts
Samples: Distribution Agreement (Vector Group LTD), Distribution Agreement (Douglas Elliman Inc.), Distribution Agreement (Douglas Elliman Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given given, or reasonably anticipates could give rise to to, a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b7.04(b)), within thirty (30) 30 days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim which shall be governed by Section 8.5(b5.07(b)), within thirty twenty (3020) days Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.
Appears in 3 contracts
Samples: Merger Agreement, Separation Agreement (Entergy Corp /De/), Separation Agreement (ITC Holdings Corp.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Tyco Electronics Ltd.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b6.4(b)), within thirty (30) days of such determinationas promptly as practicable, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b8.6(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Cendant Corp), Separation and Distribution Agreement (Realogy Corp)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim Claim, which shall be governed by this Section 8.5(b)4.6), within thirty twenty (3020) days Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Altra Industrial Motion Corp.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim which shall be governed by Section 8.5(b9.2(b)), within thirty twenty (3020) days Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.
Appears in 2 contracts
Samples: Employee Matters Agreement (Altra Industrial Motion Corp.), Employee Matters Agreement (Stevens Holding Company, Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b7.4(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Wyndham Destinations, Inc.), Separation and Distribution Agreement (Wyndham Hotels & Resorts, Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given given, or reasonably anticipates could give rise to to, a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b7.04(b)), within thirty (30) 30 days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations obligations, except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (KLX Inc.), Separation and Distribution Agreement (KLX Inc.)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 8.5(b6.4(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.. ** CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXX XXXXXXX INC. PURSUANT TO CFR SECTION 200.83 **
Appears in 1 contract
Procedures for Indemnification. (a) An a)An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim which shall be governed by Section 8.5(b9.2(b)), within thirty twenty (3020) days Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.
Appears in 1 contract
Samples: Employee Matters Agreement
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim Claim, which shall be governed by Section 8.5(b4.07(b)), within thirty twenty (3020) days Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Netscout Systems Inc)
Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could is reasonably likely to give rise to a right of indemnification under this Agreement (other than a Third Third-Party Claim which shall be governed by Section 8.5(b6.3(b)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Canwest Mediaworks Inc)