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

Indemnification Procedures for Third Party Claims. (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (in this Section, the "Indemnified Party") shall give prompt notice, and in any event within 20 days, to the other Party (in this Section, the "Indemnifying Party") of any such Claims made upon it. If the Indemnifying Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense and provided that no claim for indemnity in respect of the breach of any representation or warranty contained in this Agreement may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 7.2.

Appears in 1 contract

Samples: Purchase Agreement (Hydrogenics Corp)

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Indemnification Procedures for Third Party Claims. (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (in this Section, the "Indemnified PartyINDEMNIFIED PARTY") shall give prompt notice, and in any event within 20 twenty (20) days, to the other Party (in this Section, the "Indemnifying PartyINDEMNIFYING PARTY") of any such Claims made upon it. If the Indemnifying Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense defence and provided that no claim for indemnity in respect of the breach of any representation or warranty contained in this Agreement may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 7.26.2.

Appears in 1 contract

Samples: Share Purchase Agreement (Canwest Media Inc)

Indemnification Procedures for Third Party Claims. (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (in this Section, the "Indemnified Party") shall give prompt notice, and in any event within 20 days, to the other Party (in this Section, the "Indemnifying Party") of any such Claims made upon it. If the Indemnifying Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense defence and provided that no claim for indemnity in respect of the breach of any representation or warranty contained in this Agreement may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 7.24.27 or Section 5.5, as the case may be.

Appears in 1 contract

Samples: Asset Purchase Agreement (Merge Healthcare Inc)

Indemnification Procedures for Third Party Claims. (a1) In the case of Claims made by a third party with respect to which indemnification is sought, the Party or Parties seeking indemnification (in this Section, the "Indemnified Party") shall give prompt notice, and in any event within 20 days, to the other Party from whom indemnification is being sought (in this Section, the "Indemnifying Party") of any such Claims made upon it. If the Indemnifying Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its the Indemnified Party's right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense defence and provided that no claim for indemnity in respect of the breach of any representation or warranty contained in this Agreement may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 7.2Article 7.

Appears in 1 contract

Samples: Master Transaction Agreement (Memberworks Inc)

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Indemnification Procedures for Third Party Claims. (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (in this Section, the "Indemnified Party") shall give prompt notice, and in any event within 20 days, to the other Party (in this Section, the "Indemnifying Party") of any such Claims made upon it. If the Indemnifying Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay failure prejudiced the defence of the Claim or increased the amount of liability or cost of defense defence, and provided that no claim for indemnity in respect of the breach of any representation or and warranty contained in this Agreement may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 7.2.

Appears in 1 contract

Samples: Share Purchase Agreement (Smithfield Foods Inc)

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