Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 (the “Indemnified Party”) agrees to give prompt notice (in accordance with Section 13.11) to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.3, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 2 contracts

Samples: Renewal Rights and Asset Purchase Agreement (Amtrust Financial Services, Inc.), Renewal Rights and Asset Purchase Agreement (Amtrust Financial Services, Inc.)

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Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 7.1 (the “Indemnified Party”) agrees to give prompt notice (in accordance with Section 13.119.8) to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding against the Company or its subsidiary undertakings in respect of which indemnity may be sought under Section 12.2 7.1 (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party to so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.3Third Party Claim, except to the extent such failure shall actually prejudice an the Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding Third Party Claim in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding Third Party Claim was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceedingThird Party Claim.

Appears in 1 contract

Samples: Stock Purchase Agreement (Overseas Partners LTD)

Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 8.1 (the “Indemnified Party”) agrees to give prompt notice (in accordance with Section 13.1111.8) to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 8.1 (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party to so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.38.2, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Overseas Partners LTD)

Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 8.1 (the "Indemnified Party") agrees to give prompt notice (in accordance with Section 13.1111.7) to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 8.1 (the "Third Party Claims"). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party to so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.38.2, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliance Group Holdings Inc)

Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 13.2 (the “Indemnified Party”) agrees to give prompt notice (in accordance with Section 13.1114.11) to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 13.2 (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.313.3, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 1 contract

Samples: Renewal Rights and Asset Purchase Agreement (Amtrust Financial Services, Inc.)

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Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 7.2 (the "Indemnified Party") agrees to give prompt notice (in accordance with Section 13.119.11) to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 7.2 (the "Third Party Claims"). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.37.3, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 1 contract

Samples: Asset Transfer Agreement (Reliance Group Holdings Inc)

Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 8.2 (the "Indemnified Party") agrees to give prompt notice (in accordance with Section 13.119.7) to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 8.2 (the "Third Party Claims"). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.38.3, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 1 contract

Samples: Transfer and Purchase Agreement (Trenwick America Corp)

Procedures for Third Party Claims. (a) The party seeking indemnification under Section 12.2 6.2 (the "Indemnified Party") agrees to give prompt notice (in accordance with Section 13.117.11) to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.2 6.2 (the "Third Party Claims"). Such notice referred to in the preceding sentence shall state the relevant facts and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 12.36.3, except to the extent such failure shall actually prejudice an Indemnifying Party. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall give prompt notice to the Indemnified Party of such claim, suit, action or proceeding.

Appears in 1 contract

Samples: Transfer and Purchase Agreement (Reliance Group Holdings Inc)

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