Common use of Claim Procedure Clause in Contracts

Claim Procedure. (a) A Party that seeks indemnity under this Article VI (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiency.

Appears in 5 contracts

Samples: Separation and Distribution Agreement (Horizon Global Corp), Separation and Distribution Agreement (Trimas Corp), Separation and Distribution Agreement (Horizon Global Corp)

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Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI 5 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties parties or from Third-Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiencyfailure.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Atlas Resource Partners, L.P.), Separation and Distribution Agreement (Atlas Energy, L.P.), Separation and Distribution Agreement (Atlas Resource Partners, L.P.)

Claim Procedure. (a) A Party that seeks indemnity under this Article VI V (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiency.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (TimkenSteel Corp), Separation and Distribution Agreement (TimkenSteel Corp)

Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI 8 (an "Indemnified Party") will give written notice (a "Claim Notice") to the Party party from whom indemnification is sought (an "Indemnifying Party"), whether the Damages sought arise from matters solely between the Parties parties or from Third-Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiencyfailure.

Appears in 2 contracts

Samples: Separation Agreement (Fidelity National Title Group, Inc.), Separation Agreement (Fidelity National Title Group, Inc.)

Claim Procedure. (a) A Party party that seeks indemnity under this Article VI V (an “Indemnified Party”) will promptly give written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages Liabilities sought arise from matters solely between the Parties parties or from Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesLiabilities. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages Liabilities caused by or arising out of such delay or deficiencyfailure.

Appears in 2 contracts

Samples: Master Separation Agreement (Kerr McGee Corp /De), Master Separation Agreement (Tronox Inc)

Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI 8 (an "Indemnified Party") will give written notice (a "Claim Notice") to the Party party from whom indemnification is sought (an "Indemnifying Party"), whether the Damages sought arise from matters solely between the Parties parties or from Third-Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiencyfailure.

Appears in 1 contract

Samples: Master Agreement (Fidelity National Information Services, Inc.)

Claim Procedure. (a) A Party that seeks indemnity under this Article VI V (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Party Third‑Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiency.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Timken Co)

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Claim Procedure. (a) Claim Notice. A Party party that seeks indemnity under this Article VI 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties parties or from Third-Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiencyfailure.

Appears in 1 contract

Samples: Master Separation and Distribution Agreement

Claim Procedure. (a) A Party that seeks indemnity under this Article VI ARTICLE 6 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), ) whether the Damages Losses sought arise from matters solely between the Parties or from Third-Third Party ClaimsClaims described in Section 6.03(b). The Claim Notice must contain (i) a description and, if known, the estimated amount (the “Claimed Amount”) of any Damages Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party, Party and (iii) a demand for payment of those Damages. No Losses; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder liability under this Agreement except to the extent of any Damages caused by or arising out of such delay or deficiencydeficiency prejudices or otherwise materially and adversely affects the rights of the Indemnifying Party with respect thereto.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Shell Midstream Partners, L.P.)

Claim Procedure. (a) Claim Notice. A Party that seeks indemnity under this Article VI VII (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third-Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiencyfailure.

Appears in 1 contract

Samples: Contribution and Distribution Agreement (Lender Processing Services, Inc.)

Claim Procedure. (a) A Party party that seeks indemnity under this Article VI V (an "Indemnified Party") will promptly give written notice (a "Claim Notice") to the Party party from whom indemnification is sought (an "Indemnifying Party"), whether the Damages Liabilities sought arise from matters solely between the Parties parties or from Third-Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the "Claimed Amount") of any Damages Liabilities incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those DamagesLiabilities. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability or obligation hereunder except to the extent of any Damages Liabilities caused by or arising out of such delay or deficiencyfailure.

Appears in 1 contract

Samples: Master Separation Agreement (Tronox Inc)

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