Common use of Third Party Claims Procedures Clause in Contracts

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.

Appears in 8 contracts

Samples: Asset Purchase and Sale Agreement (Allegheny Energy Inc), Asset Purchase and Sale Agreement (NRG Energy Inc), Interconnection Agreement (Potomac Electric Power Co)

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Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claimclaim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the IndemniteeIndemnity's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.

Appears in 2 contracts

Samples: Transition Energy Sales Agreement (NRG Energy Inc), Transition Energy Sales Agreement (NRG Energy Inc)

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party ClaimTHIRD PARTY CLAIM") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 ten (10) Business Days after the Indemnitee's receipt of notice of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Ch Energy Group Inc), Asset Purchase and Sale Agreement (Ch Energy Group Inc)

Third Party Claims Procedures. (a) If any Indemnitee Indemnified Party receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party party or an Affiliate of a Party party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 10 Business Days after the IndemniteeIndemnified Party's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee Indemnified Party except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually materially prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, practicable of the Indemnifiable Loss that has been or may be sustained by the IndemniteeIndemnified Party.

Appears in 2 contracts

Samples: Subscription Agreement (Northeast Optic Network Inc), Subscription Agreement (Northeast Optic Network Inc)

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give 53 timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.

Appears in 1 contract

Samples: Interconnection Agreement (Southern Energy Inc)

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Third Party Claims Procedures. (a) If any Indemnitee receives Third Party asserts a Claim (a “Third-Party Claim”) against an Indemnified Party that would reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XII, the Indemnified Party shall give notice of such Third-Party Claim to the Indemnifying Party as soon as practicable (but in no event later than fifteen Business Days after receiving notice of such Third-Party Claim or otherwise acquiring actual knowledge of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim); provided, however, that a the failure to give timely notice so notify the Indemnifying Party will not affect relieve the rights or obligations of Indemnifying Party from any Indemnitee liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except if, and only to the extent that, that the Indemnifying Party is materially prejudiced as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Centex Corp)

Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person Person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 ten (10) Business Days after the Indemnitee's ’s receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dynegy Holdings Inc)

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