Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. (a) In the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party forms an intention to assert a claim for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification may be claimed under this Article X (a “Third Party Claim”), such party seeking indemnification (the “Indemnified Party”) shall, as promptly as practicable after forming such intention, give written notice (a “Claim Notice”) to the other party (the “Indemnifying Party”). Such Claim Notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party of its indemnification obligations to the extent such failure or other actions taken by the Indemnified Party shall actually and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if a Claim Notice containing the information specified above is not received by the Indemnifying Party prior to the termination of this Agreement pursuant to Article IX.

Notice of Claim; Defense. (a) In the event that If (i) any Reinsurer Indemnified Party or Ceding Company Indemnified Party forms an intention to assert a claim for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification may be claimed under this Article X non-affiliated third party (a “Third Party”) or Governmental Body institutes, threatens or asserts any Action that may give rise to Losses for which a Party (an “Indemnifying Party”) may be liable for indemnification under this Article XI (a “Third-Party Claim”), such party seeking ) or (ii) any Person entitled to indemnification under this Agreement (the an “Indemnified Party”) shallshall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, as then the Indemnified Party shall promptly as practicable after forming such intention, give send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”) to the other party (the “Indemnifying Party”). Such The failure of an Indemnified Party to give a timely and adequate Claim Notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that the Indemnifying Party is actually prejudiced by such failure failure, it being understood that Claim Notices in respect of a breach of a representation or other actions taken by warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(d)(i) for such representation or warranty and that Claim Notices in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 14.1 for such covenant or agreement; provided, that if, prior to such applicable date, the Indemnified Party shall actually and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if a Claim Notice containing the information specified above is not received by notified the Indemnifying Party prior to in accordance with the termination requirements of this Agreement pursuant Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IXXI notwithstanding the passing of such applicable date.

Notice of Claim; Defense. (a) In the event If (i) any non-affiliated third party or Governmental Body institutes, threatens or asserts any Action that any Reinsurer Indemnified may give rise to Losses for which a Party or Ceding Company Indemnified Party forms (an intention to assert a claim “Indemnifying Party”) may be liable for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification may be claimed under this Article X XI (a “Third Third-Party Claim”), such party seeking ) or (ii) any Person entitled to indemnification under this Agreement (the an “Indemnified Party”) shallshall have Exhibit 2.01 a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, as then the Indemnified Party shall promptly as practicable after forming such intention, give send to the Indemnifying Party a written notice specifying the nature of such claim and to the extent practicable based on then-available information, a good faith estimate of the amount of all related Losses (a “Claim Notice”) to the other party (the “Indemnifying Party”). Such Claim Notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party of its indemnification obligations to the extent such failure or other actions taken by the Indemnified Party shall actually and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an the failure to provide such notice shall not release the Indemnifying Party from any of its indemnification obligations under this Article XI except to the extent that the Indemnifying Party is actually prejudiced by the failure of the Indemnified Parties to provide a timely and adequate Claim Notice. Any Claim Notices in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(c)(i) for such representation or warranty; provided that if, prior to such applicable date, the Indemnified Party shall have no obligation whatsoever notified the Indemnifying Party in accordance with the requirements of this Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to indemnify an Indemnified Party if be subject to indemnification in accordance with this Article XI notwithstanding the passing of such applicable date. Nothing in this Agreement shall impose any time limitation on the delivery of a Claim Notice containing the information specified above is not received by the Indemnifying in respect of a breach or failure to perform a covenant or obligation of a Party prior to the termination of this Agreement pursuant to Article IXhereunder.

Notice of Claim; Defense. (a) In the event If (i) any non-affiliated third party or Governmental Body institutes or asserts any Action that any Reinsurer Indemnified may give rise to Losses for which a Party or Ceding Company Indemnified Party forms (an intention to assert a claim “Indemnifying Party”) may be liable for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification may be claimed under this Article X XI (a “Third Third-Party Claim”), such party seeking ) or (ii) any Person that may be entitled to indemnification under this Agreement (the an “Indemnified Party”) shalldesires to make a claim not involving a Third-Party Claim to be indemnified by an Indemnifying Party, as then the Indemnified Party shall promptly as practicable after forming such intention, give send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses to the extent they are ascertainable (a “Claim Notice”) to the other party (the “Indemnifying Party”). Such Claim Notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party not be relieved from any of its indemnification obligations under this Article XI as a result of a failure of the Indemnified Party to provide a Claim Notice except to the extent that it is prejudiced by such failure failure, it being understood that Claim Notices in respect of a breach of a representation or other actions taken by warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(c)(i) for such representation or warranty; provided, that if, prior to such applicable date, the Indemnified Party shall actually and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if a Claim Notice containing the information specified above is not received by notified the Indemnifying Party prior to in accordance with the termination requirements of this Agreement pursuant Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IXXI notwithstanding the passing of such applicable date.

Notice of Claim; Defense. (a) In If (i) any third-party institutes or asserts any claim, demand, investigation, action or proceeding (each of the event foregoing, a “Proceeding“) that any Reinsurer Indemnified Party or Ceding Company Indemnified Party forms may give rise to Losses for which a party (an intention to assert a claim “Indemnifying Party“) may be liable for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification may be claimed under this Article X IX (a “Third Third-Party Claim”), such party seeking “) or (ii) any Person entitled to indemnification under this Agreement (the an “Indemnified Party”“) shallshall have actual knowledge of a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, as then, in case of clause (i) or (ii), the Indemnified Party shall promptly as practicable after forming such intention, give send to the Indemnifying Party a written notice specifying (to the extent such information is reasonable available) the nature of such claim and, if available the estimated amount of all related Liabilities, which estimate shall be subject to change (a “Claim Notice”) to the other party (the “Indemnifying Party”). Such Claim Notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure by any Indemnified Party to notify the Indemnifying Party as promptly as practicable shall relieve the Indemnifying Party be relieved of its indemnification obligations under this Article IX to the extent such failure or other actions taken that it is materially prejudiced by the failure of the Indemnified Party shall actually Parties to provide a timely and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party if adequate Claim Notice. If a Claim Notice containing the information specified above is not received by the Indemnifying Party has been given prior to the termination expiration of this Agreement pursuant the applicable representations and warranties, then the relevant representation and warranties shall survive as to Article IXsuch claim until such claim has been finally resolved.

Notice of Claim; Defense. (a) In The Purchaser Indemnities or Sylvan Indemnities, as the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party forms an intention to assert a claim for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification case may be claimed under this Article X (a “Third Party Claim”), such party seeking indemnification (the “Indemnified Party”) shallshall give Sylvan or the Purchaser, as promptly as practicable after forming such intention, give written notice (a “Claim Notice”) to the other party case may be (the “Indemnifying Party”). Such Claim Notice shall specify in detail ) prompt notice of any third-party claim that may give rise to any indemnification obligation under this Section 6, together with the facts constituting the basis forestimated amount of such claim, and the amount of, Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party’s expense) of any such claim asserted. The failure through counsel of the Indemnifying Party’s own choosing by any so notifying the Indemnified Party to notify within 30 days of the Indemnifying Party as promptly as practicable shall relieve first receipt by the Indemnifying Party of its indemnification obligations to the extent such failure or other actions taken by notice from the Indemnified Party shall actually and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If the Indemnifying Party shall have no obligation whatsoever chooses to indemnify an defend or prosecute a third-party claim, the Indemnified Party if a Claim Notice containing shall cooperate in the information specified above is not received defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party prior Party, the retention, and the provision to the termination Indemnifying Party, of this Agreement pursuant records and information reasonably relevant to Article IXsuch third-party claim, and making employees of the Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.