Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. (a) In the event that any Legal Proceeding is instituted by a third party or any claim or demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the “Indemnitee”) by a third party, in each case for which the party Exhibit 10.96 from whom indemnity is sought (the “Indemnitor”) may have liability to any Indemnitee hereunder (a “Third Party Claim”), such Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (a “Claim Notice”), in each such case promptly following such Indemnitee’s receipt of a Third Party Claim; provided, however, that the failure to give a timely Claim Notice shall not affect the rights of an Indemnitee hereunder or otherwise relieve the Indemnitor of any liability that it may have to any Indemnitee, except and only to the extent that the Indemnitor demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnitee’s failure to give such notice. The Indemnitor shall have thirty (30) days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party Claim.

Notice and Procedure. (a) This Section 10.6 shall not apply to any Tax Proceedings described in Section 6.3(d). In the event that any Legal Proceeding is Proceedings are instituted by a third party or any claim or demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the “Indemnitee”) by a third party, in each case for which the party Exhibit 10.96 from whom indemnity is sought (the “Indemnitor”) may have liability to any Indemnitee hereunder (a “Third Party Claim”), such Indemnitee shall promptly following such Indemnitee’s receipt of a Third Party Claim, notify the Indemnitor in writing of such Third Party Claim (a “Claim Notice”), in each such case promptly following such Indemnitee’s receipt of a Third Party Claim; provided, however, that the failure to give a timely Claim Notice shall not affect the rights of an Indemnitee hereunder or otherwise relieve hereunder, except if the Indemnitor of any liability that it may have to any Indemnitee, except was prejudiced thereby and then only to the extent that of such prejudicial effect on the defenses or other rights available to the Indemnitor demonstrates that the defense of with respect to such Third Party Claim is materially prejudiced by the Indemnitee’s failure to give such noticeClaim. The Indemnitor shall have thirty 30 days (30or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party Claim.

Notice and Procedure. (a) In the event that any Legal Proceeding is Proceedings are instituted by a third party or any claim or demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the “Indemnitee”) by a third party, in each case for which the party Exhibit 10.96 from whom indemnity is sought (the “Indemnitor”) may have liability to any Indemnitee hereunder (a “Third Party Claim”), such Indemnitee shall shall, promptly following such Indemnitee’s receipt of a Third Party Claim, notify the Indemnitor in writing of such Third Party Claim (a “Claim Notice”), in each such case promptly following such Indemnitee’s receipt of a Third Party Claim; provided, however, that the failure to give a timely Claim Notice shall not affect the rights of an Indemnitee hereunder or otherwise relieve the Indemnitor of any liability that it may have to any Indemnitee, except its obligations hereunder only if and only to the extent that such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnitor demonstrates that the defense of with respect to such Third Party Claim or the Indemnitor is otherwise materially prejudiced by the Indemnitee’s failure to give such noticedelay. The Indemnitor shall have thirty (30) days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party Claim; provided, however, that in such notice the Indemnitor must agree to indemnify the Indemnitee from and against the entirety of any and all Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim (subject to the limitations of this Section 9). The Claim Notice shall include copies of any demand, complaint and other material correspondence and documents served on or received by the Indemnitee with respect to such Third Party Claim and shall specify, in reasonable detail, the nature of such Third Party Claim.

Notice and Procedure. (a) In the event that any Legal Proceeding is Proceedings are instituted by a third party or any claim or demand is asserted or threatened against or sought to be collected from a Person who is seeking indemnity under any provision of this Agreement (the “Indemnitee”) by a third party, in each case for which the party Exhibit 10.96 from whom indemnity is sought (the “Indemnitor”) may have liability to any Indemnitee hereunder (a “Third Party Claim”), such Indemnitee shall shall, promptly following such Indemnitee’s receipt of a Third Party Claim, notify the Indemnitor in writing of such Third Party Claim (a “Claim Notice”), in each such case promptly following such Indemnitee’s receipt of a Third Party Claim; provided, however, that the failure to give a timely Claim Notice shall not affect the rights of an Indemnitee hereunder or otherwise relieve the Indemnitor of any liability that it may have to any Indemnitee, except its obligations hereunder only if and only to the extent that such failure has a materially prejudicial effect on the defenses or other rights available to the Indemnitor demonstrates that the defense of with respect to such Third Party Claim or the Indemnitor is otherwise materially prejudiced by the Indemnitee’s failure to give such noticedelay. The Indemnitor shall have thirty (30) days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnitee that it desires to defend the Indemnitee against such Third Party Claim; provided, however, that in such notice the Indemnitor must agree to indemnify the Indemnitee from and against the entirety of any and all Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim (subject to the limitations of this Section 9). The Indemnitee shall deliver to the Indemnitor, upon request and without charge, copies of any demand, complaint and other material correspondence and documents served on or received by the Indemnitee with respect to such Third Party Claim.