Common use of Notice of Loss; Third Party Claims Clause in Contracts

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, that any failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rohm & Haas Co), Stock Purchase Agreement (Dow Chemical Co /De/)

AutoNDA by SimpleDocs

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party written notice in reasonable detail of any matter which an Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 30 thirty (30) days of such determination, stating including all facts and circumstances that give rise to such right of indemnification, the amount of the Loss, if known (and, if not known, an estimate of the amount of potential Losses), and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article IX except and only to the extent that the Indemnifying Party is actually materially prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Unit Purchase Agreement (American Axle & Manufacturing Holdings Inc)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, provided that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VIII except and only to the extent that the Indemnifying Party is actually materially prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Building Products, Inc.)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice in reasonable detail of any matter which an Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 30 thirty (30) days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article IX except and only to the extent that the Indemnifying Party is actually prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Purchase Agreement (Forterra, Inc.)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, that any however, the failure to give such notice shall notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligationsany liability that it may have to any Indemnified Party, except and only to the extent that the Indemnifying Party is actually prejudiced as a result demonstrates that the defense of such failureaction is prejudiced by the Indemnifying Party’s failure to give such notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PNA Group Holding CORP)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Trinseo S.A.)

Notice of Loss; Third Party Claims. (ar) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days [*****] of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve the Indemnifying Party from any of its indemnification obligationsobligations under this ARTICLE IX, except and only to the extent that the Indemnifying Party is was actually prejudiced as a result of by the failure to provide such failurenotice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innophos Holdings, Inc.)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VIII except and only to the extent that the Indemnifying Party is actually materially prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Escrow Agreement (Virtual Radiologic CORP)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this AgreementAgreement (other than a Third Party Claim), within 30 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party is actually materially prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Semiconductor Holdrs Trust)

AutoNDA by SimpleDocs

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall will give the Indemnifying Party notice of any matter other than a Third Party Claim which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, Agreement within 30 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, that any the failure to give provide such notice shall will not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article X except and only to the extent that the Indemnifying Party is actually prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Boston Scientific Corp)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter other than a Third Party Claim which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article VII except and only to the extent that the Indemnifying Party is actually materially prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Scientific Corp)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which that an Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement, within 30 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligationsobligations under this Article IV, except and only to the extent that the such Indemnifying Party is actually prejudiced as a result of by such failurefailure to provide notice.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Sungard Capital Corp)

Notice of Loss; Third Party Claims. (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 60 days of such determination, stating the amount of the LossLosses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnification obligations, obligations under this Article IX except and only to the extent that the Indemnifying Indemnified Party is actually prejudiced as a result of by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (CONSOL Energy Inc)

Notice of Loss; Third Party Claims. (ab) An Indemnified Party shall shall, promptly after such determination is made, give the Indemnifying Party written notice in reasonable detail of any matter other than a Third‑Party Claim which an Indemnified Party has determined has given given, or could give, rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method showing computation of computation thereofsuch known Loss, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party can demonstrate it is actually prejudiced as a result of such failurethereby.

Appears in 1 contract

Samples: Sale and Purchase Agreement (W R Grace & Co)

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