Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 17 contracts
Samples: Share Purchase Agreement (Century City International Holdings Ltd.), Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 6.01 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 6 contracts
Samples: Transition Services Agreement (Victoria's Secret & Co.), Transition Services Agreement (Victoria's Secret & Co.), Transition Services Agreement (Victoria's Secret & Co.)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to 8.01 or 8.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any action, suit, action proceeding or proceeding other claim by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 4 contracts
Samples: License Agreement (Cellectis S.A.), License Agreement (Calyxt, Inc.), License Agreement (Cellectis S.A.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 4.1 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice (the “Indemnification Notice”) shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 4 contracts
Samples: Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 6.01 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third third-party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 4 contracts
Samples: Brands Transition Services Agreement (Victoria's Secret & Co.), Brands Transition Services Agreement (Bath & Body Works, Inc.), Transition Services Agreement (Victoria's Secret & Co.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Asset Purchase Agreement (Warner Chilcott PLC)
Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 9.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.029.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or Liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Vodafone Group Public LTD Co), Stock Purchase Agreement (Verizon Communications Inc)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 3 contracts
Samples: Contribution Agreement (BJ Services, Inc.), Contribution Agreement (Baker Hughes Inc), Contribution Agreement (TerraVia Holdings, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 this Article XI (the "Indemnified Party") agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the "Indemnifying Party Party") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third "Third-Party Claim”") in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party of a Third-Party Claim that arises within the applicable limitations period set forth in Section 11.1 shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Membership Interest Transfer Agreement (Niska Gas Storage Partners LLC), Agreement and Plan of Merger and Membership Interest Transfer Agreement
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9 (the "Indemnified Party") agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the "Indemnifying Party Party") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“"Third Party Claim”") in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Asset Sale Agreement (Pioneer Financial Services Inc), Asset Sale Agreement (Pioneer Financial Services Inc)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 12.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.0212.02. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Purchase Agreement (Quicksilver Resources Inc), Purchase Agreement (Crestwood Holdings LLC)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (1 800 Flowers Com Inc), Asset Purchase Agreement (Liquidity Services Inc)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 8.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Asset Purchase Agreement (Global Brokerage, Inc.)
Third Party Claim Procedures. (a) The Each Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party against whom indemnity is to be sought of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tencent Holdings LTD), Share Purchase Agreement (Sohu.com LTD)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 12.02(a) or 12.02(b) agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Transaction Agreement (Smith & Nephew PLC), Transaction Agreement (Smith & Nephew PLC)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party has received notice of the Existing Asbestos Litigation and US Smelter Existing Claims.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Fortress Transportation & Infrastructure Investors LLC), Membership Interest Purchase Agreement (United States Steel Corp)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section Section 7.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Investment Agreement (Tencent Holdings LTD), Investment Agreement (Tencent Holdings LTD)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 or Section 7.03 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02thereunder. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Strongbridge Biopharma PLC)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02(a) or Section 9.03(a) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actua Corp), Agreement and Plan of Merger (Actua Corp)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 7.01 or Section 7.02, as applicable (the “Indemnified Party”), agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Domestic Transportation Services Agreement (Victoria's Secret & Co.), Domestic Transportation Services Agreement (Bath & Body Works, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to shall give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not prejudice the Indemnifying Party’s rights hereunder, nor relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely actually prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Share Purchase Agreement (Vast Profit Holdings LTD), Share Purchase Agreement (Vast Profit Holdings LTD)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section Section 7.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (for the avoidance of doubt, a third party does not include an Affiliate of a party hereto) (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party (and, if applicable, the Subscriber) shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Sale and Subscription Agreement (Allegro Microsystems, Inc.), Sale and Subscription Agreement (Allegro Microsystems, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 12.02 or Section 12.04, as applicable (the “Indemnified Party”), agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02thereunder; provided, however, the failure to timely notify the Indemnifying Party of any such claim shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Capital Contribution and Partnership Interest and Stock Purchase Agreement, Capital Contribution and Partnership Interest and Stock Purchase Agreement (Landec Corp \Ca\)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. If such notice is being given by a Buyer Indemnified Party, such notice shall be delivered to the Sellers’ Representative. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 7.01 or Section 7.02, as applicable, (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Domestic Transportation Services Agreement (Victoria's Secret & Co.), Domestic Transportation Services Agreement (Victoria's Secret & Co.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 8.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section 7.02. Such notice shall set 8.02, setting forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The ; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party).
Appears in 1 contract
Samples: Asset Purchase Agreement (International Isotopes Inc)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02(a) and (b) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) Claim in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)Section. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by Action (including any third party Tax Contest) (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Signify Health, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 under Section 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (including any Tax audit or administrative or judicial proceeding relating to Taxes) (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02under Section 11.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.01 or 7.02 agrees to (the “Indemnified Party”) shall give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any action, suit, action proceeding or proceeding other claim by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: License Agreement (Calyxt, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.0211.02. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Contribution Agreement (Crestwood Midstream Partners LP)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 8.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.028.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Purchase Agreement (Temasek Holdings (Private) LTD)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Investment Agreement (58.com Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 agrees to Section 10.01 or Section 10.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 Section 9.02(a) and (b) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 6.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail the specifics of such Third Party Claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Contribution and Purchase Agreement (Enterprise Products Partners L P)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 5.1 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.025.1. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Noah Holdings LTD)
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02this Article 9. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party a)The party seeking indemnification under Section 7.02 this Article 10 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02hereunder. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Subscription Agreement (Oriental Financial Group Inc)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 Section 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking Persons entitled to indemnification under Section 7.02 agrees 8.2 or Section 8.3 (the “Indemnified Party”) agree to give reasonably prompt notice in writing to the Persons against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Investment Agreement (Ryman Hospitality Properties, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 or Section 9.03 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02thereunder. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Macrilen Acquisition Agreement (Strongbridge Biopharma PLC)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Share Purchase Agreement (China Lodging Group, LTD)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action Action (including any Tax audit or administrative or judicial proceeding by any third party relating to Taxes) (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.0210.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Sales & Leasing, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing (a “Claims Notice”) to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action action, audit, investigation or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 agrees to 12.01 or Section 12.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 8.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action Action (including any Tax audit or administrative or judicial proceeding by any third party relating to Taxes) (“Third Party Claim”) in respect of which indemnity may will be sought under Section 7.028.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except if and to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 this Article XI (the "Indemnified Party") agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the "Indemnifying Party Party") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third "Third-Party Claim”") in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve of a Third-Party Claim that arises within the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.applicable limitations period set forth in
Appears in 1 contract
Samples: Agreement and Plan of Merger and Membership Interest Transfer Agreement
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 Section 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 8.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.028.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Third Party Claim Procedures. (ad) The Indemnified Party party seeking indemnification under Section 7.02 Section 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 5.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (OneMain Financial Holdings, Inc.)
Third Party Claim Procedures. (a) The Promptly after the receipt by any Buyer Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt (the “Indemnified Party”) of notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any Action involving a third party (such Action, a “Third Party Claim”) in ), such Indemnified Party shall, if a claim with respect thereto is to be made against Seller pursuant to this Article VII (the “Indemnifying Party”), give such Indemnifying Party written notice of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and in reasonable detail in light of the basis for indemnification (taking into account circumstances then known to such Indemnified Party; provided that the information then available to failure of the Indemnified Party). The failure Party to so notify the Indemnifying Party provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall have actually materially and adversely prejudiced prejudice any defense or claim available to the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The i)The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02this Article 15. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hydrofarm Holdings Group, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 agrees to 12.01 or Section 12.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 12.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification and the amount of all related Damages (taking into account the information then available to the Indemnified Party, including any limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 this Article X (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 this Article 10 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02hereunder. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Acquisition Agreement (Oriental Financial Group Inc)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02, 7.02(c) or 7.09(f) (the “Indemnified Party”) agrees to give reasonably prompt written notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Springleaf Holdings, Inc.)
Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.0210.02. Such notice shall will set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its obligations hereunderunder this Agreement, except to the extent such failure shall will have actually materially and adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Falcon Capital Acquisition Corp.)