Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. (a) Any Indemnified Party seeking indemnification pursuant to this Article VIII in respect of any Third-Party Claim shall give the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have materially and actually prejudiced the defense of such Third-Party Claim.

Appears in 2 contracts

Samples: Purchase Agreement (Energy & Power Solutions, Inc.), Purchase Agreement (Energy & Power Solutions, Inc.)

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Procedures for Third Party Claims. (a) Any Indemnified Party The parties seeking indemnification pursuant under Section 11.02 (the "INDEMNIFIED PARTIES") agree to this Article VIII give prompt notice to the parties against whom indemnity is sought (the "INDEMNIFYING PARTIES") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 11.02 (the "THIRD PARTY CLAIMS"). The failure by any Third-Indemnified Party Claim shall give so to notify the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party Parties shall not relieve the any Indemnifying Party from any liability which it may have to the such Indemnified Party for with respect to any liability hereunder claim made pursuant to this Section 11.03, except to the extent that such failure shall have materially and actually prejudiced the defense of such Third-Party Claimprejudice an Indemnifying Party.

Appears in 1 contract

Samples: Transaction Agreement (East Coast Power LLC)

Procedures for Third Party Claims. (a) Any Indemnified Party The parties seeking indemnification pursuant under Section 11.02 (the “Indemnified Parties”) agree to this Article VIII give prompt notice to the parties against whom indemnity is sought (the “Indemnifying Parties”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 11.02 (the “Third Party Claims”). The failure by any Third-Indemnified Party Claim shall give so to notify the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party Parties shall not relieve the any Indemnifying Party from any liability which it may have to the such Indemnified Party for with respect to any liability hereunder claim made pursuant to this Section 11.03, except to the extent that such failure shall have materially and actually prejudiced the defense of such Third-Party Claimprejudice an Indemnifying Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Magellan Health Services Inc)

Procedures for Third Party Claims. (a) Any Indemnified Party The parties seeking indemnification pursuant under Section 11.02 (the "Indemnified Parties") agree to this Article VIII give prompt notice to the parties against whom indemnity is sought (the "Indemnifying Parties") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 11.02 (the "Third Party Claims"). The failure by any Third-Indemnified Party Claim shall give so to notify the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party Parties shall not relieve the any Indemnifying Party from any liability which it may have to the such Indemnified Party for with respect to any liability hereunder claim made pursuant to this Section 11.03, except to the extent that such failure shall have materially and actually prejudiced the defense of such Third-Party Claimprejudice an Indemnifying Party.

Appears in 1 contract

Samples: Transaction Agreement (Stewart & Stevenson Services Inc)

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Procedures for Third Party Claims. (a) Any Indemnified Party The parties seeking indemnification pursuant under Section 9.02 (the "INDEMNIFIED PARTIES") shall give prompt notice to this Article VIII the parties against whom indemnity is sought (the "INDEMNIFYING PARTIES") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 9.02 (the "THIRD PARTY CLAIMS"). The failure by any Third-Indemnified Party Claim shall give so to notify the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party Parties shall not relieve the any Indemnifying Party from any liability which it may have to the such Indemnified Party for with respect to any liability hereunder claim made pursuant to this Section 9.03, except to the extent that such failure shall have materially and actually prejudiced the defense of such Third-Party Claimprejudice an Indemnifying Party.

Appears in 1 contract

Samples: Subscription Agreement (Cast Alloys Inc)

Procedures for Third Party Claims. (a) Any Indemnified Party The parties seeking indemnification pursuant under Section 8.02 (the "INDEMNIFIED PARTIES") agree to this Article VIII give prompt notice to the parties against whom indemnity is sought (the "INDEMNIFYING PARTIES") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 8.02 (the "THIRD PARTY CLAIMS"). The failure by any Third-Indemnified Party Claim shall give so to notify the Indemnifying Party from whom indemnification with respect to such claim is sought (i) prompt written notice of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third- Party Claim; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party Parties shall not relieve the any Indemnifying Party from any liability which it may have to the such Indemnified Party for with respect to any liability hereunder claim made pursuant to this Section 8.03, except to the extent that such failure shall have materially and actually prejudiced the defense of such Third-Party Claimprejudice an Indemnifying Party.

Appears in 1 contract

Samples: Purchase Agreement (East Coast Power LLC)

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