Common use of Procedures Relating to Indemnification for Third Party Claims Clause in Contracts

Procedures Relating to Indemnification for Third Party Claims. (a) With respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide a Claim Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Tesoro Corp /New/), Asset Purchase Agreement (Tesoro Corp /New/)

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Procedures Relating to Indemnification for Third Party Claims. (ai) With respect In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against an the Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide a Claim an Indemnification Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable possible after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim an Indemnification Notice, or deliver copies of all notices and documents, in on a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Holly Energy Partners Lp), Membership Interest Purchase Agreement (Holly Energy Partners Lp)

Procedures Relating to Indemnification for Third Party Claims. (a) With Subject to Section 13.04 above, with respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any third party Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide a Claim Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Appears in 1 contract

Samples: Sale and Purchase Agreement (PBF Energy Co LLC)

Procedures Relating to Indemnification for Third Party Claims. (ai) With respect In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against an the Indemnified Party (a "Third Party Claim"), such Indemnified Party must provide a Claim an Indemnification Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable possible after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party Party, within five (5) business 41 51 days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim an Indemnification Notice, or deliver copies of all notices and documents, in on a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tesoro Petroleum Corp /New/)

Procedures Relating to Indemnification for Third Party Claims. (a) With Subject to Section 14.04 above, with respect to any indemnification indemnification, defending, saving and holding harmless provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any Person Third Party against an Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide a Claim Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification indemnification, defending, saving and holding harmless provided hereunder hereunder, except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.. Sale and Purchase Agreement

Appears in 1 contract

Samples: Sale and Purchase Agreement (HollyFrontier Corp)

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Procedures Relating to Indemnification for Third Party Claims. (a) With Subject to Section 13.04 above, with respect to any indemnification indemnification, defending, saving and holding harmless provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any Person Third Party against an Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide a Claim Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification indemnification, defending, saving and holding harmless provided hereunder hereunder, except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Vertex Energy Inc.)

Procedures Relating to Indemnification for Third Party Claims. (a) With respect In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against an the Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide a Claim an Indemnification Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably practicable possible after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim an Indemnification Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Pacific Energy Partners Lp)

Procedures Relating to Indemnification for Third Party Claims. (a) With respect In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person third-party against an the Indemnified Party (a “Third Third-Party Claim”), such Indemnified Party must provide a Claim Notice to the Indemnifying Party of with a written notice thereof regarding the Third Third-Party Claim as promptly as reasonably practicable and in any event within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner give such notification shall not affect relieve the Indemnifying Party from any obligation to provide indemnification provided hereunder hereunder, except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failurefailure (except that the Indemnifying Party shall not be liable for any expense incurred during the period in which the Indemnified Party failed to give such notice).

Appears in 1 contract

Samples: Asset Purchase Agreement (Health Net Inc)

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