Common use of Notice of Third Party Claim Clause in Contracts

Notice of Third Party Claim. If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of the HPI Group or the Enterprise Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 6.1, Section 6.2 or Section 6.3, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 6.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 6.6(a).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Hp Inc), Separation and Distribution Agreement (Hewlett Packard Enterprise Co), Separation and Distribution Agreement (Hewlett Packard Enterprise Co)

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Notice of Third Party Claim. If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of the HPI Moon Group or the Enterprise SpinCo Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim”other than any such claim or Action that is governed by the Tender Agreement) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 6.1, Section 6.2 6.1 or Section 6.36.2, or any other Section of this Agreement or any other Transaction DocumentDocument (collectively, a “Third-Party Claim”), the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days) after becoming aware of the Third Third-Party Claim. Such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 6.6(a6.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 6.6(a6.5(a).

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Ingersoll-Rand PLC), Agreement and Plan of Merger (Ingersoll-Rand PLC)

Notice of Third Party Claim. If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of the HPI Houston Group or the Enterprise Xxxxxxx Group has asserted any claim or commenced any Action (collectively, a “Third Third-Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 6.1, Section 6.2 or Section 6.3, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days) after becoming aware of the Third Third-Party Claim. Such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 6.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 6.6(a).

Appears in 1 contract

Samples: Separation and Distribution Agreement (Hewlett Packard Enterprise Co)

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Notice of Third Party Claim. If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of the HPI Houston Group or the Enterprise Seattle Group has asserted any claim or commenced any Action (collectively, a “Third Third-Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 6.1, Section 6.2 or Section 6.3, or any other Section of this Agreement or any other Transaction Document, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days) after becoming aware of the Third Third-Party Claim. Such notice shall describe the Third Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 6.6(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 6.6(a).

Appears in 1 contract

Samples: Separation and Distribution Agreement (Hewlett Packard Enterprise Co)

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