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 written notice of a Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.4 or 5.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a).

Appears in 6 contracts

Samples: Separation Agreement, Separation Agreement (Huntsman International LLC), Separation Agreement (Venator Materials PLC)

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Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written notice from a Person (including any Governmental Authority) who is not a member of the Valero Group or the Corner Store Group (a Third Party”) of any claim or of the commencement by any such Person 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 pursuant to Section 5.4 5.2 or 5.55.3, or any other Section of this Agreement or or, subject to Section 5.14, any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.7(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a5.5(a).

Appears in 4 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (CST Brands, Inc.), Separation and Distribution Agreement (CST Brands, Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written 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 5.4 or 5.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 30 calendar days after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in this Section 6.05 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 in accordance with this Section 5.7(a) 6.05. Any Third-Party Claim shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced be managed by the Indemnitee’s failure to provide notice J&J and Kenvue in accordance with this the provisions of Section 5.7(a)6.12, as if such Third-Party Claim were an Action.

Appears in 4 contracts

Samples: Separation Agreement (Kenvue Inc.), Separation Agreement (Johnson & Johnson), Separation Agreement (Kenvue Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written 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 5.4 or 5.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen as soon as reasonably practicable, but no later than fifteen (1415) days after becoming aware of such written noticeThird-Party Claim (or sooner if the nature of the Third-Party Claim so requires). Any such notice shall describe the Third-Party Claim in reasonable detail and detail, or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in this Section 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this ARTICLE V, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a5.05(a).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (PROG Holdings, Inc.), Separation and Distribution Agreement (Aaron's SpinCo, Inc.), Separation and Distribution Agreement (Aaron's SpinCo, Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written 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 5.4 or 5.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 30 days after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide 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 in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a6.05(a).

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Xerox Corp), Separation and Distribution Agreement (CONDUENT Inc)

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Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written 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 5.4 or 5.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 15 days after becoming aware of such written noticeThird-Party Claim (or sooner if the nature of the Third-Party Claim so requires). Any such notice shall describe the Third-Party Claim in reasonable detail and detail, or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide 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 and materially prejudiced by such failure to give notice in accordance with this Section 5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a6.05(a).

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Energizer Holdings Inc), Separation and Distribution Agreement (Energizer SpinCo, Inc.)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written notice of a Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.4 5.2 or 5.55.3, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.7(a5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a5.5(a).

Appears in 1 contract

Samples: Separation and Distribution Agreement (California Resources Corp)

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive written notice 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 5.4 4.4 or 5.54.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.7(a4.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.7(a4.7(a).

Appears in 1 contract

Samples: Separation Agreement (Rentech, Inc.)

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