Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 4 contracts
Samples: License Agreement (Cellectis S.A.), License Agreement (Calyxt, Inc.), License Agreement (Cellectis S.A.)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 4.1 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 4 contracts
Samples: Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.)
Direct Claim Procedures. In If the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 12.02 against an the Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 adversely prejudiced the Indemnifying Party.
Appears in 3 contracts
Samples: Purchase Agreement (Crestwood Holdings LLC), Purchase Agreement (Quicksilver Resources Inc), Purchase Agreement (Quicksilver Resources Inc)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 8.2 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vought Aircraft Industries Inc), Agreement and Plan of Merger (Triumph Group Inc)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Transaction Agreement (Invesco Ltd.), Transaction Agreement (Morgan Stanley)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 this Article XI against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 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
Direct Claim Procedures. In If the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 9.2 against an the Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Verizon Communications Inc), Stock Purchase Agreement (Vodafone Group Public LTD Co)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 this Article 10 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 2 contracts
Samples: Subscription Agreement (Oriental Financial Group Inc), Acquisition Agreement (Oriental Financial Group Inc)
Direct Claim Procedures. In If the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 10.02 against an the Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Contribution Agreement (Crestwood Midstream Partners LP)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 this Article IX against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Direct Claim Procedures. In If the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 9.02 against an the Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)) and calculation of Damages. 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Purchase Agreement (Energy Transfer Partners, L.P.)
Direct Claim Procedures. In If the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 10.2 against an the Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)) and calculation of Damages. The failure to so promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Gas Partners LP)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 8.1 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 this Article 13 (or 8.02 any other provision of this Agreement that expressly provides for indemnification) against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 Section 11.02 against an Indemnifying 84 Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Transaction Agreement (Invesco Ltd.)
Direct Claim Procedures. In If the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 8.2 against an the Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 adversely prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 8.2 against an Indemnifying Party that does not involve a Third Third-Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axos Financial, Inc.)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 7.01 or 8.02 7.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: License Agreement (Calyxt, Inc.)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 10.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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 prejudiced the Indemnifying Party.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Chemtura CORP)
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 Section 11.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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
Direct Claim Procedures. In the event that an Indemnified Party has a claim for indemnity under Section 8.01 or 8.02 10.2 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such 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.)
