Notice and Resolution of Claim. (a) An indemnified party under this Agreement shall promptly give written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth in Sections 9.2 and 9.3, specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VIII except to the extent the indemnified party's failure to so notify in breach of this Section 9.4(a) materially prejudices the indemnifying party's ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim, litigation or any litigation resulting from such third party claim.
Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or litigation.
Notice and Resolution of Claim. (a) The Seller Indemnified Parties or the Purchaser Indemnified Parties (each, an "INDEMNIFIED PARTY"), as the case may be, shall promptly give written notice to the indemnifying party (the "INDEMNIFYING PARTY") after obtaining knowledge of any third party claim or Litigation against the Indemnified Party or as to which recovery may be sought against the Indemnifying Party because of the indemnities set forth in Sections 7.2 or 7.3, specifying in reasonable detail the third party claim or Litigation and the basis for indemnification; provided, that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the Indemnified Party's failure to so notify in breach of this Section 7.4 materially prejudices the Indemnifying Party's ability to defend against such third party claim or Litigation. The Indemnifying Party shall have the right to assume the defense of any such third party claim (other than (i) claims with respect to Litigation, (A) pending or threatened as of the Closing or (B) otherwise related to the ordinary course conduct of the Business prior to the Closing of a nature typically tendered by the Companies to their errors and omissions insurance carrier and actually tendered to the carrier under the insurance policy referred to in Section 2.4(a)(xvii) (the "PRE-CLOSING LITIGATION") other than as set forth on Schedule 7.4 and (ii) with respect to Taxes which are covered by Article VI), at its own cost and expense, with counsel reasonably acceptable to the Indemnified Party by giving written notice to the Indemnified Party of its agreement to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) three (3) Business Days prior to the date required to answer or respond to any such claim (the "ELECTION PERIOD"). Failure by the Indemnifying Party to notify the Indemnified Party of its election to assume the defense of any such claim by a third party within the Election Period shall be deemed a waiver by the Indemnifying Party of its right to assume the defense of such claim, in which case the Indemnified Party may defend or settle such claim in such manner and on such terms as the Indemnified Party may deem appropriate and any Damages of the Indemnified Party shall be the liability of the Indemnifying Party hereun...
Notice and Resolution of Claim. (a) NOTICE OF CLAIM. An indemnified party hereunder shall promptly give notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above. The failure to give or delay in giving notice as required by this SECTION 16.3(A) in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the extent the indemnifying party is prejudiced thereby and then only to the extent of such prejudice.
Notice and Resolution of Claim. (a) Subject to the provisions of Section 8.4 below, an indemnified party under this Agreement shall promptly give notice to the indemnifying party after obtaining knowledge of any third party Claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth in Section 8.2, specifying in reasonable detail the Claim or litigation and the basis for indemnification; provided, however, that the failure of the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VIII, except to the extent the indemnified party’s failure to so notify in breach of this Section 8.3(a) either (i) materially prejudices the indemnifying party’s ability to defend against such third party Claim or litigation (including but not limited to any prejudice to the indemnifying party’s rights under any applicable insurance policy) or (ii) relates to a matter as to which the period of survival specified in Section 8.1 has expired. The indemnified party shall permit the indemnifying party to assume the defense of any such Claim, litigation or any litigation resulting from such third party Claim, provided that the indemnifying party has acknowledged such party’s indemnification obligations under Section 8.2 with respect to such third party Claim, subject to the indemnifying party’s reservation of all rights with respect to any such Claim.
Notice and Resolution of Claim. (i) An indemnified party hereunder (the "Indemnified Party") shall promptly give written notice to the indemnifying party (the "Indemnifying Party") after obtaining knowledge of any third party claim (a "Third Party Claim") against the Indemnified Party as to which recovery may be sought against the Indemnifying Party because of the indemnity set forth above; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby.
Notice and Resolution of Claim. (a) The Indemnitees agree to promptly give notice to the Indemnitor after obtaining notice or knowledge of any Claim. Upon reasonable request, the Fund or FSC shall promptly respond to the Indemnitor's request for documentation of a Claim. In respect of a Direct Claim asserted by the Fund or FSC, and upon delivery of documentation of a Direct Claim that is reasonably satisfactory to the Indemnitor, within ten business days of demand and delivery of documentation the Indemnitor shall remit to the Indemnitee the amount of the Direct Claim. For each business day beyond the tenth business day, interest will accrue at the Prime Rate of interest as published in the Wall Street Journal (or, in the event such publication ceases to publish, then such other generally recognized replacement financial publication) plus 200 basis points (2.00%). Upon receipt of payment for a Direct Claim, the Indemnitees shall permit the Indemnitor to seek recovery (and provide reasonable assistance and documentation in pursuing such recovery, provided that Indemnitor agrees to reimburse Indemnitees for the reasonable direct and indirect costs and expenses incurred in providing such assistance) against such person or persons that may have caused the Direct Claim. In respect of a Third Party Claim, the Indemnitees shall permit the Indemnitor to assume the defense of any such Third Party Claim or any litigation resulting from such Third Party Claim. The failure to give notice as required by this Section 1.2. in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that an Indemnitor is prejudiced thereby and then only to the extent of such prejudice to such Indemnitor.
Notice and Resolution of Claim. The Indemnified Party hereunder shall give notice to the Indemnifying Party promptly (and, in any case, within one year) after obtaining knowledge of any claim, demand, right, right of action or other matter as to which recovery may be sought against the Indemnifying Party under section 14.0. The failure to give notice within such one year after obtaining such knowledge will preclude any right of indemnification or other recovery under this Agreement relating to such claim, right, right of action or other matter. Such notice shall state with reasonable particularity the circumstances surrounding such claim, right, right of action or other matter. If the indemnification hereunder is sought arising out of the claim of any Third Party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim. In addition, the Indemnified Party shall cooperate and assist, and shall use its commercially reasonable to cause its employees to cooperate and assist, the Indemnifying Party in connection with any claim, right or right of action for which indemnification is sought under section 14.0.
Notice and Resolution of Claim. An indemnified party hereunder shall promptly give notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above. If such indemnity shall arise from a claim by a third party against the Company, the Company shall control the negotiation and defense of the claim, including selection of counsel (subject to the approval of the Investors, which shall not be unreasonably withheld), and the Investors shall be entitled to participate in such proceedings at their own expense. If the Company fails to defend such claim diligently, the Investors shall be entitled to conduct the defense of the claim at the Company's expense. If such claim shall arise from a claim by a third party against the Investors, the Investors shall control the negotiation and defense of the claim, including selection of counsel (subject to the approval of the Company, which shall not be unreasonably withheld), and the Company shall be entitled to participate in such proceedings at its own expense. If the Investors fail to defend such claim diligently, the Company shall be entitled to conduct the defense of the claim at its. In the defense of any claim, each party shall make available all information and assistance that the other party may reasonably request and shall cooperate with the other party in such defense. Neither the Company nor the Investors shall compromise or settle any claim without the consent of the other, which consent shall not be unreasonably withheld.
Notice and Resolution of Claim. (a) An indemnified party under this Agreement will promptly give written notice to the indemnifying party after obtaining knowledge of: (i) any claim the indemnified party has against the indemnifying party not involving a third party claim or litigation; or (ii) any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth in Section 13.1 or Section 13.2, specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, that the failure of the indemnified party promptly to notify the indemnifying party of any such matter will not release the indemnifying party, in whole or in part, from its obligations under this Section 13 except
