Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual prejudice to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Purchase Agreement (DXP Enterprises Inc)

AutoNDA by SimpleDocs

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that the Indemnitor can demonstrate that such failure or delay causes caused actual prejudice to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VI (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual prejudice harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medialink Worldwide Inc)

Indemnification Procedure for Third Party Claims. (ai) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X VI (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual prejudice and material harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (SpartanNash Co)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X Section 9.4 (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor Stockholders’ Representative in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor Indemnitors of any Liability it the Indemnitors may have to the Indemnitee, except and only to the extent that such failure or delay causes actual prejudice harm to the Indemnitor Indemnitors with respect to such Third Party Claim.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sangamo Biosciences Inc)

AutoNDA by SimpleDocs

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice becomes aware of the assertion possibility of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X IX (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability it may have to the Indemnitee, Indemnitee except and only to the extent that such failure or delay causes actual prejudice harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Employment Agreement (InfuSystem Holdings, Inc)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article X ARTICLE VIII (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual prejudice harm to the Indemnitor or otherwise prejudices the Indemnitor, in each case, with respect to such Third Party Claim.

Appears in 1 contract

Samples: Merger Agreement (Sprouts Farmers Markets, LLC)

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by any Person who is not a third party to this Agreement in respect of which indemnity may be sought under the provisions of this Article X IX (a “Third Party Claim”), the Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of Claim”); provided that the . The failure or delay in notifying the Indemnitor of such Third Party Claim will not shall not, however, relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay actually and materially causes actual prejudice harm to the Indemnitor with respect to such Third Party Claim.

Appears in 1 contract

Samples: Share Purchase Agreement (Waters Corp /De/)

Time is Money Join Law Insider Premium to draft better contracts faster.