Common use of Procedures for Claims Clause in Contracts

Procedures for Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Article 8 in respect of, arising out of or involving a claim made by any third party against the Indemnified Party (a “Third-Party Claim”), the Indemnified Party must notify the Indemnifying Party in writing of the Third-Party Claim (a “Third-Party-Claim Notice”) promptly following receipt by such Indemnified Party of written notice of the Third-Party Claim, which notification, to be a valid Third-Party Claim Notice, with the effect set forth in Sections 8.1 and 8.2 (a “Valid Third-Party Claim Notice”), must be accompanied by a copy of the written notice, if any, of the third party claimant to the Indemnified Party asserting the Third-Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.1) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party shall deliver to the Indemnifying Party copies of all other notices and documents (including court papers), if any, received by the Indemnified Party relating to the Third-Party Claim.

Procedures for Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Article 8 ARTICLE XI in respect of, arising out of of, or involving a claim made by any third party against the Indemnified Party (a “Third-Third Party Claim”), the Indemnified Party must notify the Indemnifying Party in writing of the Third-Third Party Claim (a “Third-Party-Third Party Claim Notice”) promptly following receipt by such Indemnified Party of written notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 11.1 and 8.2 11.2 (a “Valid Third-Third Party Claim Notice”), must specify in reasonable detail the nature of the claims and be accompanied by a copy of the written notice, notice (if any, ) of the third party claimant to the Indemnified Party asserting the Third-Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the survival period applicable period set forth in Section 8.1to such claims) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall promptly deliver to the Indemnifying Party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures for Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Article 8 XI in respect of, arising out of or involving a claim made by any third party against the Indemnified Party (a “Third-Third Party Claim”), the Indemnified Party must notify SPX or Purchaser, as applicable (each, in such capacity, the “Indemnifying Party Party”) in writing of the Third-Third Party Claim (a “Third-Party-Third Party Claim Notice”) promptly following receipt by such Indemnified Party of written notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 and 8.2 Section 11.1(a) or 11.1(b) (as applicable) (a “Valid Third-Third Party Claim Notice”), must be accompanied by a copy of the written notice, if any, notice of the third party claimant to the Indemnified Party asserting the Third-Third Party Claim; provided, that the failure to promptly provide such notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration or to promptly provide a copy of the applicable period set forth in Section 8.1) written notice of the third party claimant shall not affect waive any rights of the obligations Indemnified Party, except to the extent that the rights of the Indemnifying Party hereunder except to the extent the Indemnifying Party is are actually prejudiced thereby. The Indemnified Party shall deliver to the Indemnifying Party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures for Claims. (aa)(i) In order for an Indemnified Party Indemnitee to be entitled to any indemnification provided for under this Article 8 IX in respect of, arising out of or involving a claim made by any third party against the Indemnified Party Indemnitee (a “Third-"Third Party Claim”"), the Indemnified Party Indemnitee must notify the Indemnifying Party Indemnitor in writing of the Third-Third Party Claim (a “Third-Party-"Third Party Claim Notice”") promptly following receipt by such Indemnified Party Indemnitee of written or oral notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 9.01(a) and 8.2 9.02 (a “"Valid Third-Third Party Claim Notice”"), must be accompanied by a copy of the written notice, if any, of the third party claimant to the Indemnified Party Indemnitee asserting the Third-Third Party Claim, or, if such Third Party Claim shall not have been made in writing, the written notice of Indemnitee certifying as to the receipt by Indemnitee of the oral Third Party Claim, and, in each case, setting forth in reasonable detail, the facts then known by Indemnitee with respect to such Third Party Claim; provided, provided that the failure to provide such notice Notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.1Indemnification Period) shall not affect the obligations of the Indemnifying Party Indemnitor hereunder except to the extent the Indemnifying Party Indemnitor is prejudiced thereby. The Indemnified Party Indemnitee shall deliver to the Indemnifying Party Indemnitor copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures for Claims. (a) (i) In order for an Indemnified Party Indemnitee to be entitled to any indemnification remedy provided for under this Article 8 6 in respect of, arising out of or involving a claim made by any third party against the Indemnified Party (a “Third-Third Party Claim”), the Indemnified Party Indemnitee must notify the Indemnifying Party Indemnitor in writing of the Third-Third Party Claim (a “Third-Party-"Third Party Claim Notice”") promptly following receipt by such Indemnified Party Indemnitee of written or oral notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice (a "Valid Third Party Claim Notice, with the effect set forth in Sections 8.1 and 8.2 (a “Valid Third-Party Claim Notice”"), must be accompanied by a copy of the written notice, if any, of the third party Third Party claimant to the Indemnified Party Indemnitee asserting the Third-Third Party Claim, or, if such Third Party Claim shall not have been made in writing, the written notice of Indemnitee certifying as to the receipt by Indemnitee of the oral Third Party Claim, and, in each case, setting forth in reasonable detail, the facts then known by Indemnitee with respect to such Third Party Claim; provided, however, that the failure to provide such notice Notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.1Indemnification Period and any extensions thereof, as applicable) shall not affect the obligations of the Indemnifying Party Indemnitor hereunder except to the extent the Indemnifying Party Indemnitor is actually prejudiced thereby. The Indemnified Party Indemnitee shall deliver to the Indemnifying Party Indemnitor copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures for Claims. (aa)(i) In order for an Indemnified Party indemnified party to be entitled to any indemnification provided for under this Article 8 XII in respect of, arising out of or involving a claim made by any third party against the Indemnified Party indemnified party (a “Third-Third Party Claim”), the Indemnified Party indemnified party must notify the Indemnifying Party indemnifying party in writing of the Third-Third Party Claim (a “Third-Party-Third Party Claim Notice”) promptly following receipt by such Indemnified Party indemnified party of written notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 12.1 and 8.2 12.2 (a “Valid Third-Third Party Claim Notice”), must be accompanied by a copy of the written notice, if any, notice of the third party claimant to the Indemnified Party indemnified party asserting the Third-Third Party Claim; provided, that the failure to promptly provide such Notice or to promptly provide a copy of the written notice promptly of the third party claimant (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.112.1) shall not affect the obligations waive any rights of the Indemnifying Party hereunder indemnified party, except to the extent that the Indemnifying Party is rights of the indemnifying party are actually prejudiced thereby. The Indemnified Party indemnified party shall deliver to the Indemnifying Party indemnifying party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party indemnified party relating to the Third-Third Party Claim.

Procedures for Claims. (aa)(i) In order for an Indemnified Party indemnified party to be entitled to any indemnification provided for under this Article 8 XII in respect of, arising out of or involving a claim made by any third party against the Indemnified Party indemnified party (a “Third-Third Party Claim”), the Indemnified Party indemnified party must notify the Indemnifying Party indemnifying party in writing of the Third-Third Party Claim (a “Third-Party-Third Party Claim Notice”) promptly following receipt by such Indemnified Party indemnified party of written notice notice, if any, of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 12.1 and 8.2 12.2 (a “Valid Third-Third Party Claim Notice”), must be accompanied by a copy of the written notice, if any, notice of the third party claimant to the Indemnified Party indemnified party asserting the Third-Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.112.1) shall not affect the obligations of the Indemnifying Party indemnifying party hereunder except to the extent the Indemnifying Party indemnifying party is prejudiced thereby. The Indemnified Party indemnified party shall deliver to the Indemnifying Party indemnifying party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party indemnified party relating to the Third-Third Party Claim.

Procedures for Claims. (a) (i) In order for an Indemnified Party indemnified party to be entitled to any indemnification provided for under this Article 8 ARTICLE XIII in respect of, arising out of or involving a claim made by any third party party, including a Governmental Authority, against the Indemnified Party indemnified party (a “Third-Third Party Claim”), the Indemnified Party indemnified party must notify the Indemnifying Party indemnifying party in writing of the Third-Third Party Claim (a “Third-Party-Third Party Claim Notice”) promptly following receipt by such Indemnified Party indemnified party of written notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 Section 13.1 and 8.2 Section 13.2 (a “Valid Third-Third Party Claim Notice”), must be accompanied by a copy of the written notice, if any, notice of the third party claimant to the Indemnified Party indemnified party asserting the Third-Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.113.1) shall not affect the obligations of the Indemnifying Party indemnifying party hereunder except to the extent the Indemnifying Party indemnifying party is prejudiced thereby. The Indemnified Party indemnified party shall deliver to the Indemnifying Party indemnifying party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party indemnified party relating to the Third-Third Party Claim.

Procedures for Claims. (a) (i) In order for an Indemnified Party Indemnitee to be entitled to any indemnification remedy provided for under this Article 8 6 in respect of, arising out of or involving a claim made by any third party Third Party against the Indemnified Party Indemnitee or an Affiliate (a “Third-"Third Party Claim”"), the Indemnified Party Indemnitee must notify the Indemnifying Party Indemnitor in writing of the Third-Third Party Claim (a “Third-Party-"Third Party Claim Notice”") promptly following receipt by such Indemnified Party Indemnitee of written or oral notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice (a "Valid Third Party Claim Notice, with the effect set forth in Sections 8.1 and 8.2 (a “Valid Third-Party Claim Notice”"), must be accompanied by a copy of the written notice, if any, of the third party Third Party claimant to the Indemnified Party Indemnitee asserting the Third-Third Party Claim, or, if such Third Party Claim shall not have been made in writing, the written notice of Indemnitee certifying as to the receipt by Indemnitee of the oral Third Party Claim, and, in each case, setting forth in reasonable detail, the facts then known by Indemnitee with respect to such Third Party Claim; provided, however, that the failure to provide such notice Notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.1Indemnification Period and any extensions thereof, as applicable) shall not affect the obligations of the Indemnifying Party Indemnitor hereunder except to the extent the Indemnifying Party Indemnitor is actually prejudiced thereby. The Indemnified Party Indemnitee shall deliver to the Indemnifying Party Indemnitor copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.

Procedures for Claims. (aa)(i) In order for an Indemnified Party indemnified party to be entitled to any indemnification provided for under this Article 8 XII in respect of, arising out of or involving a claim made by any third party against the Indemnified Party indemnified party (a “Third-"Third Party Claim”"), the Indemnified Party indemnified party must notify the Indemnifying Party indemnifying party in writing of the Third-Third Party Claim (a “Third-Party-"Third Party Claim Notice”") promptly following receipt by such Indemnified Party indemnified party of written notice notice, if any, of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 12.1 and 8.2 12.2 (a “"Valid Third-Third Party Claim Notice”"), must be accompanied by a copy of the written notice, if any, notice of the third party claimant to the Indemnified Party indemnified party asserting the Third-Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.112.1) shall not affect the obligations of the Indemnifying Party indemnifying party hereunder except to the extent the Indemnifying Party indemnifying party is prejudiced thereby. The Indemnified Party indemnified party shall deliver to the Indemnifying Party indemnifying party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party indemnified party relating to the Third-Third Party Claim.

Procedures for Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Article 8 XI in respect of, arising out of or involving a claim made by any third party against the Indemnified Party (a “Third-Third Party Claim”), the Indemnified Party must notify the Indemnifying Party in writing of the Third-Third Party Claim (a “Third-Party-Third Party Claim Notice”) promptly following receipt by such Indemnified Party of written notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 11.1 and 8.2 11.2 (a “Valid Third-Third Party Claim Notice”), must be accompanied by a copy of the written notice, notice (if any, ) of the third party claimant to the Indemnified Party asserting the Third-Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable survival period set forth in Section 8.111.1) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party shall promptly deliver to the Indemnifying Party copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party relating to the Third-Third Party Claim.

Procedures for Claims. (aa)(i) In order for an Indemnified Party Indemnitee to be entitled to any indemnification provided for under this Article 8 XII in respect of, arising out of or involving a claim made by any third party against the Indemnified Party Indemnitee (a “Third-Party Claim”"THIRD PARTY CLAIM"), the Indemnified Party Indemnitee must notify the Indemnifying Party Indemnitor in writing of the Third-Third Party Claim (a “Third-Party-Claim Notice”"THIRD PARTY CLAIM NOTICE") promptly following receipt by such Indemnified Party Indemnitee of written notice of the Third-Third Party Claim, which notification, to be a valid Third-Third Party Claim Notice, with the effect set forth in Sections 8.1 12.1(a) and 8.2 12.2 (a “Valid Third-Party Claim Notice”"VALID THIRD PARTY CLAIM NOTICE"), must be accompanied by a copy of the written notice, if any, notice of the third party claimant to the Indemnified Party Indemnitee asserting the Third-Third Party Claim; provided, PROVIDED that the failure to provide such notice Notice promptly (so long as a Valid Third-Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 8.1Indemnification Period) shall not affect the obligations of the Indemnifying Party Indemnitor hereunder except to the extent the Indemnifying Party Indemnitor is prejudiced thereby. The Indemnified Party Indemnitee shall deliver to the Indemnifying Party Indemnitor copies of all other notices and documents (including court papers), if any, ) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim.