Common use of Notice and Defense of Third Party Claims Clause in Contracts

Notice and Defense of Third Party Claims. (a) Promptly (and in any event within 10 Business Days) following the earlier of (i) receipt of notice, whether by service of process or otherwise, of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (ii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 5.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Separation Agreement (Westar Industries Inc), Separation Agreement (Public Service Co of New Mexico), Separation Agreement (Western Resources Inc /Ks)

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Notice and Defense of Third Party Claims. (a) Promptly (and in any event within 10 Business Days) following the earlier of (iA) receipt of notice, whether by service of process or otherwise, written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (iiB) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure Failure of the Indemnified Party to give notice as provided in this Section 5.05 3.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail.

Appears in 3 contracts

Samples: Initial Public Offering Agreement (Insilicon Corp), Initial Public Offering Agreement (Phoenix Technologies LTD), Initial Public Offering Agreement (Insilicon Corp)

Notice and Defense of Third Party Claims. (a) Promptly (and in any event within 10 Business Days) following the earlier of (iA) receipt of notice, whether by service of process or otherwise, written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (iiB) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "ThirdTHIRD-Party ClaimPARTY CLAIM"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure Failure of the Indemnified Party to give notice as provided in this Section 5.05 4.6 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail.

Appears in 2 contracts

Samples: Separation Agreement (Celerity Group Inc), Separation Agreement (Celerity Group Inc)

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Notice and Defense of Third Party Claims. (a) a Promptly (and in any event within 10 Business Days) following the earlier of (i) receipt of notice, whether by service of process or otherwise, of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (ii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "ThirdTHIRD-Party ClaimPARTY CLAIM"), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 5.05 4.05 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure to give notice.

Appears in 1 contract

Samples: Agreement and Plan of Restructuring and Merger (Aetna Inc)

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