Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such item was paid or accrued. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 3 contracts

Samples: Share Purchase Agreement (Gallagher Arthur J & Co), Stock Purchase Agreement (Domtar CORP), Asset Purchase Agreement (ProPhase Labs, Inc.)

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Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such item was paid or accrued. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 2 contracts

Samples: Interest Purchase Agreement (Concrete Pumping Holdings, Inc.), Agreement and Plan of Merger (Industrea Acquisition Corp.)

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to shall notify the Indemnitor in writing promptly upon of its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice such notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim; provided that subject to Section 10.3(e), which Claims Notice the failure of the Buyer Indemnitee to promptly notify Sellers’ Representative shall also (a) state not relieve the Sellers from Liability for such claims except and only to the extent that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which Sellers were actually prejudiced by such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such item was paid or accrueddelay. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Angiodynamics Inc), Stock Purchase Agreement (Avista Capital Partners GP, LLC)

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to shall notify the Indemnitor in writing promptly upon of its discovery of any matter for which the Indemnitor it may be liable seek indemnification pursuant to the Indemnitee hereunder this Article IX that does not involve a Third Party Claim, which Claims Notice such notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 1 contract

Samples: Master Transaction Agreement (Gores Holdings, Inc.)

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Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim; provided that subject to Section 10.3(e), which Claims Notice the failure of the Buyer Indemnitee to promptly notify Sellers’ Representative shall also (a) state not relieve the Sellers from Liability for such claims except and only to the extent that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which Sellers were actually prejudiced by such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such item was paid or accrueddelay. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such mattersmatters and to testify at deposition, hearing and trial if requested by the Indemnitor.

Appears in 1 contract

Samples: Stock Purchase Agreement (Angiodynamics Inc)

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also (a) must state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such item was paid or accrued. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall must include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 1 contract

Samples: Equity Purchase Agreement (Compass Group Diversified Holdings LLC)

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to shall notify the Indemnitor in writing promptly upon of its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice . Such notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify to the extent practicable in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid paid, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or accruedclaim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall will reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Appears in 1 contract

Samples: Purchase Agreement (Metlife Inc)

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