Common use of Notice of Claim; Right to Participate in and Defend Third Party Claim Clause in Contracts

Notice of Claim; Right to Participate in and Defend Third Party Claim. (a) If any indemnified party receives notice of any Action in respect of which indemnification may be sought under this Agreement (a "Third Party Claim"), and the indemnified party intends to seek indemnification under this Agreement, then the indemnified party (the "Beneficiary") promptly shall provide the indemnifying party with written notice of the Third Party Claim and the relevant facts and circumstances to the extent known; provided, however, that if such claim is under Section 9.1(a) or 9.2(a), notice of the Third Party Claim must be delivered prior to the expiration of the pertinent representation or warranty as described in Section 9.5 of this Agreement. The failure by the Beneficiary to notify an indemnifying party of a Third Party Claim shall not relieve the indemnifying party of any indemnification responsibility under this Article IX, unless such failure materially prejudices the ability of the indemnifying party to defend such Third Party Claim.

Notice of Claim; Right to Participate in and Defend Third Party Claim. (a) If In the event that any indemnified party (which term includes all Persons entitled to indemnification under Section 12 and their successors and assigns) receives notice of the assertion of any Action claim, the commencement of any suit, action or proceeding or the imposition of any penalty or assessment by a third party in respect of which indemnification indemnity may be sought under this Agreement (a "Third Party Claim"), ) and the indemnified party intends to seek indemnification indemnity under this Agreement, then the indemnified party (the "Beneficiary") will promptly shall provide the indemnifying party with written notice of the Third Party Claim and the relevant facts and circumstances to the extent known; provided, however, that if such claim is under Section 9.1(a) or 9.2(a), notice of the Third Party Claim must be delivered prior to the expiration of the pertinent representation or warranty as described in Section 9.5 of this AgreementClaim. The failure by the Beneficiary an indemnified party to notify an indemnifying party of a Third Party Claim shall does not relieve the indemnifying party of any indemnification responsibility under this Article IX, Section 12 unless and only to the extent that such failure materially adversely prejudices the ability of the indemnifying party to defend such Third Party Claim.

Notice of Claim; Right to Participate in and Defend Third Party Claim. (a) If In the event that any indemnified party (which term includes all Persons entitled to indemnification under this Section 11 and their successors and assigns) receives notice of the assertion of any Action claim, the commencement of any suit, action or proceeding or the imposition of any penalty or assessment by a third party in respect of which indemnification indemnity may be sought under this Agreement (a "Third Party Claim"), ) and the indemnified party intends to seek indemnification indemnity under this Agreement, then the indemnified party (the "Beneficiary") will promptly shall provide the indemnifying party with written notice of the Third Party Claim and the relevant facts and circumstances to the extent known; provided, however, that if such claim is under Section 9.1(a) or 9.2(a), notice of the Third Party Claim must be delivered prior to the expiration of the pertinent representation or warranty as described in Section 9.5 of this AgreementClaim. The failure by the Beneficiary an indemnified party to notify an indemnifying party of a Third Party Claim shall does not relieve the indemnifying party of any indemnification responsibility under this Article IX, Section 11 unless and only to the extent that such failure materially adversely prejudices the ability of the indemnifying party to defend such Third Party Claim.

Notice of Claim; Right to Participate in and Defend Third Party Claim. (a) If any indemnified party receives notice of any Action in respect of which indemnification may be sought under this Agreement (a "Third Party Claim"), and the indemnified party intends to seek indemnification under this Agreement, then the indemnified party (the "Beneficiary") promptly shall provide the indemnifying party with written notice of the Third Party Claim and the relevant facts and circumstances to the extent known; provided, however, that if such claim is under Section 9.1(a) 9.1 or 9.2(a)9.2, notice of the Third Party Claim must be delivered prior to the expiration of the pertinent representation or warranty as described in Section 9.5 of this Agreement. The failure by the Beneficiary to notify an indemnifying party of a Third Party Claim shall not relieve the indemnifying party of any indemnification responsibility under this Article IX, unless such failure materially prejudices the ability of the indemnifying party to defend such Third Party Claim.

Notice of Claim; Right to Participate in and Defend Third Party Claim. (a) If any indemnified party Party receives notice of any Action in respect of which indemnification may be sought under this Agreement (a "Third Party Claim"), and the indemnified party Party intends to seek indemnification under this Agreement, then the indemnified party Party (the "Beneficiary") promptly shall provide the indemnifying party Party with written notice of the Third Party Claim and the relevant facts and circumstances to the extent known; provided, however, that if such claim is under Section 9.1(a) 9.1 or 9.2(a)9.2, notice of the Third Party Claim must be delivered prior to the expiration of the pertinent representation or warranty as described in Section 9.5 of this Agreement. The failure by the Beneficiary to notify an indemnifying party Party of a Third Party Claim shall not relieve the indemnifying party Party of any indemnification responsibility under this Article IX, unless such failure materially prejudices the ability of the indemnifying party Party to defend such Third Party Claim.