Procedures for Third Party Claims. (a) Any Indemnified Party seeking indemnification pursuant to this Article V in respect of any legal proceeding, action, claim or demand instituted by a third Person (a “Third Party Claim”) shall give the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice (but in no event more than fifteen (15) days after the Indemnified Party acquires knowledge thereof) of such Third Party Claim and (ii) copies of all documents and information relating to any such Third Party Claim within fifteen (15) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party of any liability to the Indemnified Party hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnified Party’s failure to give such notice or provide such copies.
Appears in 3 contracts
Samples: Equity Purchase Agreement (Mine Safety Appliances Co), Asset Purchase Agreement (Mine Safety Appliances Co), Share Purchase Agreement (Mine Safety Appliances Co)
Procedures for Third Party Claims. (a) Any Indemnified Party seeking indemnification pursuant to this Article V Section 9 in respect of any legal proceeding, action, claim or demand Proceeding instituted by a any third Person (in each case, a “Third Third-Party Claim”) shall give the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice (but in no event more than fifteen ten (1510) days after the Indemnified Party acquires knowledge thereof) of such Third Third-Party Claim and (ii) copies of all documents and information relating to any such Third Third-Party Claim within fifteen ten (1510) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party of from any liability to the Indemnified Party for any liability hereunder except to the extent that the Indemnifying Party demonstrates that such failure shall have actually prejudiced the defense of such Third Third-Party Claim is prejudiced by the Indemnified Party’s failure to give such notice or provide such copiesClaim.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Procedures for Third Party Claims. (a) Any Indemnified Party seeking indemnification pursuant to this Article V 8 in respect of any legal proceeding, action, claim or demand instituted by a third Person (a “Third Third-Party Claim”) Claim shall give the Indemnifying Party from whom indemnification with respect to such claim is sought sought: (i) prompt written notice (but in no event more than fifteen ten (1510) days Business Days after the Indemnified Party acquires knowledge thereofthereof and in no event after the expiration of the applicable Survival Period) of such Third Third-Party Claim Claim; and (ii) copies of all material documents and information (including court papers) relating to any such Third Third-Party Claim within fifteen ten (1510) days Business Days of their being obtained by the Indemnified Party; provided, however, that the failure by the Indemnified Party to so notify or provide copies within either such ten (10) Business Day period to the Indemnifying Party shall not relieve the Indemnifying Party of from any liability to the Indemnified Party for any liability hereunder except to the extent that the Indemnifying Party demonstrates that such failure shall have actually and materially prejudiced the defense of such Third Third-Party Claim is prejudiced by and then only to the Indemnified Party’s failure to give extent of such notice or provide such copiesprejudice.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Hyatt Hotels Corp), Membership Interest Purchase Agreement (Hyatt Hotels Corp)
Procedures for Third Party Claims. (a) Any Indemnified Party seeking indemnification pursuant to this Article V in respect of any legal proceeding, action, claim or demand instituted by a third Person (a “Third Party Claim”) shall give the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice (but in no event more than fifteen ten (1510) days after the Indemnified Party acquires knowledge thereof) of such Third Party Claim and (ii) copies of all documents and information in its possession relating to any such Third Party Claim within fifteen ten (1510) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party of any liability to the Indemnified Party hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnified Party’s failure to give such notice or provide such copies.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Michael Baker Corp), Stock Purchase Agreement (Baker Michael Corp)
Procedures for Third Party Claims. (a) Any Indemnified Party party seeking indemnification pursuant to this Article V 14 or Article 13 (the “Indemnified Party”) in respect of any investigation, notice of any person or entity alleging liability, legal proceeding, action, cause of action, claim or demand instituted by a third Person (in each case, a “Third Party Claim”) instituted by any third person or governmental entity shall give the Indemnifying Party party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than fifteen twenty (1520) days after the Indemnified Party acquires knowledge thereof) of such Third Party Claim and (ii) copies of all documents and information relating to any such Third Party Claim within fifteen twenty (1520) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party of from any liability to the Indemnified Party for any liability hereunder except to the extent that the Indemnifying Party demonstrates that such failure shall have actually and materially prejudiced the defense of such Third Party Claim is prejudiced by the Indemnified Party’s failure to give such notice or provide such copiesClaim.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Westell Technologies Inc)