Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 (an “Indemnified Party”) receives Notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1, the Indemnified Party shall promptly (i) notify the Party obligated to the Indemnified Party pursuant to Section 9.1 above, (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party Notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Epl Oil & Gas, Inc.), Purchase and Sale Agreement (Marathon Oil Corp)
Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 Article XIII (an “Indemnified Party”) receives Notice written notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third third-party (“Third Third-Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1Article XIII, the Indemnified Party shall promptly (i) notify the Party obligated to the Indemnified Party pursuant to Section 9.1 above, this Article XIII (the “Indemnifying Party”) of the Third Third-Party Claim and (ii) transmit to the Indemnifying Party a Notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Third-Party Claim, a copy of all papers served with respect to such claim the Third-Party Claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Third-Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Sanchez Midstream Partners LP), Purchase and Sale Agreement (Sanchez Production Partners LP), Purchase and Sale Agreement
Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 Article XIII (an “Indemnified Party”) receives Notice written notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1Article XIII, the Indemnified Party shall promptly (i) notify the Party obligated to the Indemnified Party pursuant to Section 9.1 above, this Article XIII (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a Notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim the Third Party Claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.
Appears in 2 contracts
Samples: Membership Interest Purchase and Sale Agreement, Membership Interest Purchase and Sale Agreement (Constellation Energy Partners LLC)
Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 Article XIII (an “Indemnified Party”) receives Notice written notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third third-party (“Third Third-Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1Article XIII, the Indemnified Party shall promptly (i) notify the Party obligated to the Indemnified Party pursuant to Section 9.1 above, this Article XIII (the “Indemnifying Party”) of the Third Third-Party Claim and (ii) transmit to the Indemnifying Party a Notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Third-Party Claim, a copy of all papers served with respect to such claim the Third-Party Claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Third-Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Sanchez Midstream Partners LP)
Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 11.2 (an “Indemnified Party”) receives Notice notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.111.2, the Indemnified Party shall promptly promptly:
(i) notify the Party obligated to the Indemnified Party pursuant to Section 9.1 above, 11.2 (the “Indemnifying Party”) of the Third Party Claim and Claim; and
(ii) transmit to the Indemnifying Party a Notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent (and then only to the extent) the Indemnifying Party is prejudiced by such delay or omission.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Triangle Petroleum Corp)
Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 this Agreement (an “Indemnified Party”) receives Notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party Third Party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1this Agreement, the Indemnified Party shall promptly promptly:
(i) notify the Party obligated to indemnify the Indemnified Party pursuant to Section 9.1 above, this Agreement (the “Indemnifying Party”) of the Third Party Claim and Claim; and
(ii) transmit to the Indemnifying Party a Notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses Liabilities attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure timely to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission.
Appears in 1 contract
Third Party Claim. If any Person Party entitled to seek indemnification under Section 9.1 this Agreement (an “Indemnified Party”) receives Notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party Third Party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1), the Indemnified Party shall promptly as soon as reasonably practicable (i) notify the Party obligated to the indemnify such Indemnified Party pursuant to Section 9.1 above, hereto (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a Notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission.
Appears in 1 contract
Samples: Purchase and Sale Agreement (ProPetro Holding Corp.)
Third Party Claim. If any Person entitled to seek indemnification under Section 9.1 this Agreement (an “Indemnified Party”) receives Notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party Third Party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.1this Agreement, the Indemnified Party shall promptly promptly:
(i) notify the Party obligated to indemnify the Indemnified Party pursuant to Section 9.1 above, this Agreement (the “Indemnifying Party”) of the Third Party Claim and Claim; and
(ii) transmit to the Indemnifying Party a Notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses Liabilities attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this AgreementAgreement (including the specific indemnification obligation under Section 11.3 or 11.4, as applicable, and any corresponding breach, in each case, that is applicable thereto). Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. For the avoidance of doubt, reference in this Section 11.7 to “indemnification” shall also mean defense and hold harmless remedies.
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