Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 12 contracts

Samples: Separation and Distribution Agreement (Barnes & Noble Education, Inc.), Separation and Distribution Agreement (Barnes & Noble Inc), Separation and Distribution Agreement (Healthy Choice Wellness Corp.)

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Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of a Third-the assertion of any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to this AgreementSection 12.4, such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 20 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 6.05(a) 12.4 shall not relieve the related Indemnifying Party of its obligations under this Article VISection 12.4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 9 contracts

Samples: Master Outsourcing Agreement (Genworth Financial Inc), Master Outsourcing Agreement (Genworth Financial Inc), Master Outsourcing Agreement (Genworth Financial Inc)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 6.02, Section 6.03 or Section 6.04 or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 10 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a6.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 6 contracts

Samples: Separation Agreement (Altisource Asset Management Corp), Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Asset Management Corp)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 calendar days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 4 contracts

Samples: Separation Agreement (Valvoline Inc), Separation Agreement (Valvoline Inc), Separation Agreement (Ashland LLC)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Neurotrope, Inc.), Separation and Distribution Agreement (Synaptogenix, Inc.), Separation and Distribution Agreement (Neurotrope Bioscience, Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a6.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (AOL Inc.), Separation and Distribution Agreement (Time Warner Inc.), Separation and Distribution Agreement (AOL Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02, Section 5.03 or Section 5.04 or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 10 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a5.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Separation Agreement (Ocwen Financial Corp), Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Portfolio Solutions S.A.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion of a Third-claim, or commencement of an Action, by a Third Party Claim with respect against it (each, a “Third Party Claim”) that may give rise to which an Indemnifying Party may be obligated to provide a claim for indemnification to such Indemnitee pursuant to this Agreement, within thirty (30) days of the receipt of such Indemnitee notice, the Indemnified Party shall give such the Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Third Party Claim. Any such , which notice shall describe the Third-such Third Party Claim in reasonable detail. Notwithstanding the foregoing; provided, however, that the failure of any Indemnitee or other Person to give provide such notice as provided in this Section 6.05(a) 10.8 shall not relieve release the related Indemnifying Party from any of its obligations under this Article VIX, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc), Separation and Distribution Agreement (Lands End Inc)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a17.02(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIXVII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Employee Matters Agreement (AOL Inc.), Employee Matters Agreement (Time Warner Inc.), Employee Matters Agreement (AOL Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.03, Section 5.04 or Section 5.05 or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 10 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a5.07(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give noticenotice and then only to the extent of such prejudice.

Appears in 3 contracts

Samples: Separation Agreement (NorthStar Asset Management Group Inc.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Asset Management Group Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion of a claim, or commencement of an Action, by a Third Party against it (each, a “Third-Party Claim with respect Claim”) that may give rise to which an Indemnifying Party may be obligated to provide a claim for indemnification to such Indemnitee pursuant to this Agreement, within thirty (30) days of the receipt of such notice, the Indemnitee shall give such the Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such , which notice shall describe the such Third-Party Claim in reasonable detail. Notwithstanding the foregoing; provided, however, that the failure of any Indemnitee or other Person to give provide such notice as provided in this Section 6.05(a) 5.7 shall not relieve release the related Indemnifying Party from any of its obligations under this Article VISection 5.7(a), except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties), Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties), Subscription, Distribution and Purchase and Sale Agreement (Seritage Growth Properties)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02, 5.03 or 5.04 or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 10 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a5.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brinks Co)

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Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by any person other than the parties hereto of a Third-claim (a "Third Party Claim Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 8.2 or 8.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 20 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a8.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIVIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Atl Products Inc), Separation and Distribution Agreement (Atl Products Inc), Separation and Distribution Agreement (Odetics Inc)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.03, Section 5.04 or Section 5.05 or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within 10 days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a5.09(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give noticenotice and then only to the extent of such prejudice.

Appears in 3 contracts

Samples: Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (NorthStar Realty Europe Corp.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Third-third party of any claim or of the commencement by any such third party of any action (collectively, a “Third Party Claim Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to this AgreementSection 7.1 or Section 7.2, such Indemnitee Indemnified Party shall give such the Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within thirty (30) days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person Indemnified Party to give notice as provided in this Section 6.05(a7.4(a) shall not relieve the related relevant Indemnifying Party of its obligations under this Article VIVII, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Appears in 2 contracts

Samples: Transition Services Agreement (LENSAR, Inc.), Transition Services Agreement (LENSAR, Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Third‑Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Third‑Party Claim. Any such notice shall describe the Third-Party Third‑Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cable One, Inc.), Separation and Distribution Agreement (Graham Holdings Co)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Appears in 2 contracts

Samples: Distribution Agreement (Orchard Supply Hardware Stores Corp), Distribution Agreement (Orchard Supply Hardware Stores Corp)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Third-third party of any claim or of the commencement by any such third party of any action (collectively, a “Third Party Claim Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to this AgreementSection 7.1 or Section 7.2, such Indemnitee Indemnified Party shall give such the Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 within twenty (20) days after becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person Indemnified Party to give notice as provided in this Section 6.05(a7.4(a) shall not relieve the related relevant Indemnifying Party of its obligations under this Article VIARTICLE VII, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Appears in 2 contracts

Samples: Transition Services Agreement (SeaSpine Holdings Corp), Transition Services Agreement (SeaSpine Holdings Corp)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.this

Appears in 2 contracts

Samples: Employee Matters Agreement (AOL Inc.), Employee Matters Agreement (AOL Inc.)

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