Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. (a) A Party who may be entitled to be indemnified and held harmless under Section 6.1 or Section 6.2 (the “Indemnified Party”), shall promptly notify Provider or HLI, as applicable (the “Indemnifying Party”) in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is actually prejudiced by such failure. Following delivery of a notice of a Third-Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim.

Notice of Claim; Defense. (a) A Party who may be Person entitled to be indemnified and held harmless under Section 6.1 indemnification pursuant to Sections 3.1 or Section 6.2 3.2 (the “Indemnified Party”), ) shall promptly notify Provider give Recipient or HLIService Provider, as applicable the case may be (the “Indemnifying Party”) in writing ), prompt notice of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably may give rise to such a right any indemnification obligation under this Agreement (including a pending Sections 3.1 or threatened claim or demand asserted by a third party against 3.2, as applicable, together with the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter estimated amount of such claim or demand; provided, that the failure claim. Failure to provide such notice shall not release affect the indemnification obligations hereunder in the absence of actual and material prejudice. If the Indemnifying Party from any of its obligations under this Article VI except elects to the extent the Indemnifying Party is actually prejudiced by such failure. Following delivery of defend or prosecute a notice of a Thirdthird-Party Claimparty claim, the Indemnified Party shall deliver cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, promptly (of records and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereofinformation reasonably relevant to such third-party claim, copies and making employees of all notices and documents (including court papers) received by the Indemnified Party relating available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. Neither Party will make any settlement of any third-party claim that would give rise to liability on the part of the other Party without such Third-Party’s prior written consent, and neither Party Claimwill be liable for the amount of any settlement affected without such prior written consent.

Notice of Claim; Defense. (a) A Party who If (i) any third-party institutes or asserts any claim, demand, investigation, action or proceeding (each of the foregoing, a “Proceeding”) that may be entitled give rise to be indemnified and held harmless under Section 6.1 or Section 6.2 Losses for which a party (the “Indemnified Party”), shall promptly notify Provider or HLI, as applicable (the an “Indemnifying Party”) in writing of may be liable for indemnification under this Article VIII (a “Third-party Claim”) or (ii) any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise Person entitled to such a right indemnification under this Agreement (including a pending except in connection with any matter related to Taxes or threatened claim or demand asserted except as covered by a third party against Section 2.4(c) of the Registration Procedures) (an “Indemnified Party, such ”) shall have a claim being to be indemnified by an Indemnifying Party that does not involve a Third-party Claim (a “Third-Party Direct Claim”), describing then, in reasonable detail case of clause (i) or (ii), the facts and circumstances with respect Indemnified Party shall promptly send to the subject matter Indemnifying Party a written notice specifying the nature of such claim or demand; provided, that and the failure to provide such notice amount of all related Liabilities (a “Claim Notice”). The Indemnifying Party shall not release the Indemnifying Party from any be relieved of its indemnification obligations under this Article VI VIII by the failure of the Indemnified Parties to provide a timely and adequate Claim Notice except to the extent the Indemnifying Party that it is actually prejudiced by such delay or failure. Following delivery of a notice of a Third-Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim.

Notice of Claim; Defense. (a) A Party who If (i) any third-party institutes or asserts any claim, demand, investigation, action or proceeding (each of the foregoing, a “Proceeding”) that may be entitled give rise to be indemnified and held harmless under Section 6.1 or Section 6.2 Losses for which a party (the “Indemnified Party”), shall promptly notify Provider or HLI, as applicable (the an “Indemnifying Party”) in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to such a right may be liable for indemnification under this Agreement Article VIII (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect ) or (ii) any Person entitled to the subject matter of such indemnification under this Agreement (an “Indemnified Party”) shall have a claim or demand; provided, that the failure to provide such notice shall not release the be indemnified by an Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is actually prejudiced by such failure. Following delivery of a notice of that does not involve a Third-Party party Claim (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall deliver promptly send to the Indemnifying Party, promptly Party a written notice specifying the nature of such claim and the amount of all related Losses (and in any event within ten (10) Business Days) after a “Claim Notice”). The Indemnifying Party shall be relieved of its indemnification obligations under this Article VIII only to the extent that it is materially prejudiced by the failure of the Indemnified Party’s receipt thereof, copies of all notices Parties to provide a timely and documents (including court papers) received adequate Claim Notice. No Person shall be liable for any claim for indemnification under the Article VIII unless such claim arises prior to the applicable survival period and the applicable Claim Notice is delivered by the Indemnified Party relating to such Third-the Indemnifying Party Claimprior to the expiration of the applicable survival period.