Common use of Procedures for Claims Clause in Contracts

Procedures for Claims. (a) (i) In order for an indemnified party to be entitled to any indemnification provided for under this Article XII in respect of, arising out of or involving a claim made by any third party against the indemnified party (a “Third Party Claim”), the indemnified party must notify the indemnifying party in writing of the Third Party Claim (a “Third Party Claim Notice”) promptly following receipt by such indemnified party of written notice, if any, of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1 and 12.2 (a “Valid Third Party Claim Notice”), must be accompanied by a copy of the written notice of the third party claimant to the indemnified party asserting the Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 12.1) shall not affect the obligations of the indemnifying party hereunder except to the extent the indemnifying party is prejudiced thereby. The indemnified party shall deliver to the indemnifying party copies of all other notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Appears in 1 contract

Sources: Purchase Agreement (SPX Corp)

Procedures for Claims. (a) (i) In order for an indemnified party Indemnitee to be entitled to any indemnification provided for under this Article XII in respect of, arising out of or involving a claim made by any third party against the indemnified party Indemnitee (a “Third Party Claim”"THIRD PARTY CLAIM"), the indemnified party Indemnitee must notify the indemnifying party Indemnitor in writing of the Third Party Claim (a “Third Party Claim Notice”"THIRD PARTY CLAIM NOTICE") promptly following receipt by such indemnified party Indemnitee of written notice, if any, notice of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1 12.1(a) and 12.2 (a “Valid Third Party Claim Notice”"VALID THIRD PARTY CLAIM NOTICE"), must be accompanied by a copy of the written notice of the third party claimant to the indemnified party Indemnitee asserting the Third Party Claim; provided, PROVIDED that the failure to provide such notice Notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 12.1Indemnification Period) shall not affect the obligations of the indemnifying party Indemnitor hereunder except to the extent the indemnifying party Indemnitor is prejudiced thereby. The indemnified party Indemnitee shall deliver to the indemnifying party Indemnitor copies of all other notices and documents (including court papers) received by the indemnified party Indemnitee relating to the Third Party Claim.

Appears in 1 contract

Sources: Asset Purchase Agreement (Insilco Corp/De/)

Procedures for Claims. (a) (ia)(i) In order for an indemnified party Indemnitee to be entitled to any indemnification provided for under this Article XII IX in respect of, arising out of or involving a claim made by any third party against the indemnified party Indemnitee (a "Third Party Claim"), the indemnified party Indemnitee must notify the indemnifying party Indemnitor in writing of the Third Party Claim (a "Third Party Claim Notice") promptly following receipt by such indemnified party Indemnitee of written notice, if any, or oral notice of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1 9.01(a) and 12.2 9.02 (a "Valid Third Party Claim Notice"), must be accompanied by a copy of the written notice notice, if any, of the third party claimant to the indemnified party Indemnitee asserting the Third Party Claim, or, if such Third Party Claim shall not have been made in writing, the written notice of Indemnitee certifying as to the receipt by Indemnitee of the oral Third Party Claim, and, in each case, setting forth in reasonable detail, the facts then known by Indemnitee with respect to such Third Party Claim; provided, provided that the failure to provide such notice Notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 12.1Indemnification Period) shall not affect the obligations of the indemnifying party Indemnitor hereunder except to the extent the indemnifying party Indemnitor is prejudiced thereby. The indemnified party Indemnitee shall deliver to the indemnifying party Indemnitor copies of all other notices and documents (including court papers) received by the indemnified party Indemnitee relating to the Third Party Claim.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sherwin Williams Co)

Procedures for Claims. (a) (i) In order for an indemnified party to be entitled to any indemnification provided for under this Article XII in respect of, arising out of or involving a claim made by any third party against the indemnified party (a "Third Party Claim"), the indemnified party must notify the indemnifying party in writing of the Third Party Claim (a "Third Party Claim Notice") promptly following receipt by such indemnified party of written notice, if any, of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1 and 12.2 (a "Valid Third Party Claim Notice"), must be accompanied by a copy of the written notice of the third party claimant to the indemnified party asserting the Third Party Claim; provided, that the failure to provide such notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the applicable period set forth in Section 12.1) shall not affect the obligations of the indemnifying party hereunder except to the extent the indemnifying party is prejudiced thereby. The indemnified party shall deliver to the indemnifying party copies of all other notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Appears in 1 contract

Sources: Purchase Agreement (Thermo Electron Corp)