Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. (a) The obligations and Liabilities of any Person required to provide indemnification under this Article 8 (each, an “Indemnifying Party”) with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 8 (“Third Party Claims”) shall be governed by and contingent upon the terms and conditions set forth in this Section 8.3. If any Person entitled to indemnification pursuant to Section 8.2(a) or 8.2(b) (an “Indemnified Party”) shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within ten (10) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its respective obligations under this Article 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom.

Appears in 2 contracts

Samples: Stock Purchase Agreement (China Healthcare Acquisition Corp.), Stock Purchase Agreement (Intersections Inc)

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Third-Party Claim Indemnification Procedures. (a) The obligations and Liabilities of any Person required to provide indemnification an Indemnifying Party under this Article 8 (each, an “Indemnifying Party”) with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 8 (“Third Party Claims”) shall be governed by and contingent upon the terms and conditions set forth in this Section 8.3. If any Person entitled to indemnification pursuant to Section 8.2(a) or 8.2(b) (an “Indemnified Party”) shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within ten (10) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its respective obligations under this Article 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intersections Inc)

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Third-Party Claim Indemnification Procedures. (a) The obligations and Liabilities of any Person required to provide indemnification an Indemnifying Party under this Article 8 (each, an “Indemnifying Party”) with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article ARTICLE 8 (“Third Party Claims”"THIRD PARTY CLAIMS") shall be governed by and contingent upon the terms and conditions set forth in this Section SECTION 8.3. If any Person entitled to indemnification pursuant to Section SECTIONS 8.2(a) or 8.2(b) (an "Indemnified Party") shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within ten (10) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its respective obligations under this Article 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom.

Appears in 1 contract

Samples: Merger Agreement (Intersections Inc)

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