Common use of Third Party Action Clause in Contracts

Third Party Action. (a) Buyers will give Sellers’ Representative prompt written notice (a “Third Party Claim Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually and materially prejudiced the Sellers’ Representative’s ability to defend successfully such Third Party Action. Buyers will deliver to Sellers’ Representative copies of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Costar Group, Inc.)

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Third Party Action. (a) Buyers Buyer will give Sellers’ Representative Seller prompt written notice (a “Third Party Claim Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 8.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually materially and materially prejudiced adversely affected the Sellersapplicable Seller Indemnifying PartiesRepresentative’s ability to defend successfully such Third Party Action. Buyers will deliver Action [*] Please refer to Sellers’ Representative copies footnote 1 on page 1 of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereofthis Exhibit 2.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Daseke, Inc.)

Third Party Action. (a) Buyers Buyer will give Sellers’ Seller Representative prompt written notice (a “Third Party Claim Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 8.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The Action”).The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually materially and materially prejudiced adversely affected the Sellersapplicable Seller Indemnifying PartiesRepresentative’s ability to defend successfully such Third Party Action. Buyers will deliver to Sellers’ Representative copies of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Daseke, Inc.)

Third Party Action. (a) Buyers Buyer will give Sellers’ Seller Representative prompt written notice (a “Third Party Claim Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 8.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually and materially prejudiced adversely affected the Sellers’ Seller Representative’s ability to defend successfully such Third Party Action. Buyers Buyer will deliver to Sellers’ Seller Representative copies of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereof.. 42

Appears in 1 contract

Samples: Purchase and Sale Agreement (Daseke, Inc.)

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Third Party Action. (a) Buyers Buyer will give Sellers’ Representative Sellers prompt written notice (a “Third Party Claim Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 10.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually materially and materially prejudiced adversely affected the Sellersapplicable Seller Indemnifying PartiesRepresentative’s ability to defend successfully such Third Party Action. Buyers will deliver to Sellers’ Representative copies of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Genius Brands International, Inc.)

Third Party Action. (a) Buyers Buyer will give Sellers’ Representative Seller prompt written notice (a “Third Party Claim Notice”) of the commencement of any Litigation instituted by any third party for which any Buyer Indemnified Party reasonably believes that it is entitled to indemnification pursuant to Section 9.1 8.1 (any such third party action or proceeding being referred to as a “Third Party Action”). The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such Third Party Claim Notice. The failure to promptly deliver a Third Party Claim Notice will not affect any Buyer Indemnified Party’s right to indemnification except to the extent such failure has actually materially and materially prejudiced adversely affected the Sellersapplicable Seller Indemnifying PartiesRepresentative’s ability to defend successfully such Third Party Action. Buyers will deliver to Sellers’ Representative copies of all additional documents reasonably related to or required to defend such Third Party Action promptly after receipt thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Daseke, Inc.)

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