Common use of Notice and Defense of Claims Clause in Contracts

Notice and Defense of Claims. (a) Whenever a claim shall arise for indemnification hereunder (a "Claim"), the party seeking indemnification (an "indemnified party") shall give reasonably prompt notice to the party from whom indemnification is sought (an "indemnifying party") of such Claim and the facts, in reasonable detail, constituting the basis for such claim (a "Claim Notice"); provided that failure of an indemnified party to give prompt written notice of any Claim shall not release, waive or otherwise affect an indemnifying party's obligations with respect thereto except to the extent that the indemnifying party is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby.

Notice and Defense of Claims. (a) Whenever a claim shall arise for indemnification hereunder (a "Claim"), the party seeking indemnification (an "indemnified party") shall give reasonably prompt notice to the party from whom indemnification is sought (an "indemnifying party") of such the Claim and the facts, in reasonable detail, constituting the basis for such claim (a "Claim Notice"); provided that failure of an indemnified party to give prompt written notice of any Claim shall not release, waive or otherwise affect an indemnifying party's obligations with respect thereto except to the extent that the indemnifying party is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby.

Notice and Defense of Claims. (a) Whenever a claim shall arise for indemnification hereunder (a "Claim"), the party seeking indemnification (an "indemnified party") shall give reasonably prompt notice to the party from whom indemnification is sought (an "indemnifying party") of such Claim the claim for indemnification and the facts, in reasonable detail, constituting the basis for such claim (a "Claim Notice"); provided that failure of an indemnified party to give prompt written notice of any Claim shall not release, waive or otherwise affect an indemnifying party's obligations with respect thereto except to the extent that the indemnifying party is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby.

Notice and Defense of Claims. (a) Whenever a claim shall arise for indemnification hereunder (a an "Indemnification Claim"), the party seeking indemnification (an "indemnified party") shall give a reasonably prompt notice Claims Notice to the party from whom indemnification is sought (an "indemnifying party") of such Claim and the facts, in reasonable detail, constituting the basis for such claim (a "Claim Notice"); provided that failure of an -------- indemnified party to give prompt written notice of any Claim shall not release, waive or otherwise affect an indemnifying party's obligations with respect thereto except to the extent that the indemnifying party is materially and adversely affected in its ability to defend against such Claim or is otherwise prejudiced therebyIndemnification Claim.

Notice and Defense of Claims. (a) Whenever a claim shall arise for indemnification hereunder (a "ClaimCLAIM"), the party seeking indemnification (an "indemnified partyINDEMNIFIED PARTY") shall give reasonably prompt notice to the party from whom indemnification is sought (an "indemnifying partyINDEMNIFYING PARTY") of such Claim and the facts, in reasonable detail, constituting the basis for such claim (a "Claim NoticeCLAIM NOTICE"); provided that failure of an indemnified party Indemnified Party to give prompt written notice of any Claim shall not release, waive or otherwise affect an indemnifying partyIndemnifying Party's obligations with respect thereto except to the extent that the indemnifying party Indemnifying Party is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby.

Notice and Defense of Claims. (a) Whenever a claim shall arise for indemnification hereunder (a "Claim")hereunder, the party seeking indemnification (an "indemnified party") shall give reasonably prompt notice to the party from whom indemnification is sought (an "indemnifying party") of such Claim the claim for indemnification and the facts, in reasonable detail, constituting the basis for such claim (a "Claim Notice"); provided that failure -------- of an indemnified party to give prompt written notice of any Claim claim shall not release, waive or otherwise affect an indemnifying party's obligations with respect thereto except to the extent that the indemnifying party is adversely affected in its ability to defend against such Claim claim or is otherwise prejudiced thereby.