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. (i) If any Person entitled to seek indemnification under Section 9.1 (an “Indemnified Party”) receives Notice of the assertion or commencement of third party shall notify any claim asserted against an Indemnified Party in writing with respect to any matter involving a claim by a such third party (a “Third Party Claim”) in respect of any matter that is subject which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Section 9.112, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party obligated to the Indemnified Party pursuant to Section 9.1 above, (the “Indemnifying Party”) of the Third Party Claim thereof in writing and (ii) transmit to the Indemnifying Party Notice a written 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 Notwithstanding the foregoing, no failure or delay in providing such Claim Notice notice shall not affect the right of constitute a waiver or otherwise modify the Indemnified Party’s indemnification right to indemnity hereunder, except to the extent that the Indemnifying Party is shall have been prejudiced by such delay failure or omissiondelay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement.
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: Registration Rights Agreement (ProPetro Holding Corp.)