Common use of Procedure for Indemnification with Respect to Third-Party Claims Clause in Contracts

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify a party to this Agreement (the "Indemnified Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (U S Liquids Inc), Agreement and Plan of Reorganization (U S Liquids Inc), Stock Purchase Agreement (U S Liquids Inc)

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Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify a party to this Agreement (the "an Indemnified Party") Party with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "an Indemnifying Party") Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party Party thereof in writing; provided, however, PROVIDED that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Capital Environmental Resource Inc), Asset Purchase Agreement (Capital Environmental Resource Inc), Asset Purchase Agreement (Capital Environmental Resource Inc)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify a party to this Agreement (the "Indemnified Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 2 contracts

Samples: Assignment Agreement, Operating Agreement (Telos Corp)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify a party to this Agreement (the "Indemnified Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 2 contracts

Samples: Stock Purchase Agreement (U S Liquids Inc), Stock Purchase Agreement (U S Liquids Inc)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party Person shall notify a party to this Agreement (the "an Indemnified Party") Party with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") that may give rise to a claim for indemnification against any other party to this Agreement (the "an Indemnifying Party") Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Environmental Resource Inc)

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Procedure for Indemnification with Respect to Third-Party Claims. (a) If In order for any third party shall notify Indemnified Party to be entitled to indemnification provided for under this Article VI in respect of, arising out of or involving a party claim made by any Person other than the parties to this Agreement or their respective successors, assigns or Affiliates (the "a “Third-Party Claim”) against such Indemnified Party") with respect to any matter (a "Third , such Indemnified Party must notify the Indemnifying Party in writing of the Third-Party Claim promptly after receipt by such Indemnified Party of written notice of the Third-Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on failure of any Indemnified Party to give notice as provided in this Section 6.04 shall not relieve an Indemnifying Party of its obligations hereunder except to the part of extent that the Indemnifying Party actually has been prejudiced by such failure to give notice. Thereafter, the Indemnified Party in notifying any Indemnifying Party shall relieve deliver to the Indemnifying Party from as promptly as practicable, but in any obligation hereunder unless event within ten (10) days after such Indemnified Party’s receipt thereof, copies of all notices and then solely other documents relating to the extent) the Indemnifying Third-Party is thereby prejudicedClaim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Predictive Oncology Inc.)

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify a party to this Agreement (the "Indemnified Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (U S Liquids Inc)

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