Common use of Notice of Claims; Contest of Claims Clause in Contracts

Notice of Claims; Contest of Claims. (a) If the indemnified party believes that it has incurred any Losses, or if any action at law or suit in equity is instituted by a third party with respect to which the indemnified party intends to claim any Losses under this Article 6, the indemnified party shall so notify the indemnifying party. The notice shall describe such Losses, the amount thereof, if known, and the method of computation thereof, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which such Losses shall have been incurred; and, in the case of an action or suit by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to such action or suit or the basis therefor. Such notice shall be given promptly after the indemnified party becomes aware of each such Loss, action or suit, but failure to give such prompt notice shall not affect the indemnifying party’s obligations hereunder unless such party has been prejudiced thereby. The indemnifying party shall, within thirty days after receipt of such notice of Losses, (i) pay or cause to be paid to the indemnified party the amount of Losses specified in such notice which the indemnifying party does not contest, or (ii) notify the indemnified party if it wishes to contest the existence or amount of part or all of such Losses, stating with particularity the basis upon which it contests the existence or amount thereof. The indemnifying party shall, within thirty days after receipt of each notice with respect to an action or suit by a third party, notify the indemnified party if it elects to conduct and control such action or suit. If the indemnifying party does not give such notice in the case of an action or suit by a third party, the indemnified party shall have the right to defend, contest, settle or compromise such action or suit, and the indemnifying party shall, upon request from such indemnified party, promptly pay to such indemnified party, in accordance with the other terms of this Article 6, the amount of any Losses resulting from its liability to the third party claimant. If the indemnifying party gives such notice in the case of an action or suit by a third party, the indemnifying party shall have the right to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the indemnifying party, the conduct and settlement of such action or suit, and the indemnified party shall cooperate with such indemnifying party in connection therewith. So long as the indemnifying party is contesting any such action or suit in good faith, the indemnified party shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such action or suit, provided that in such event the indemnified party shall waive any right to indemnity therefor by the indemnifying party, and no amount in respect thereof shall be claimed as a Loss under this Article 6.

Notice of Claims; Contest of Claims. (a) If the any indemnified party believes has paid or properly accrued or reasonably anticipates that it has incurred any Losseswill have to pay or accrue an Indemnified Claim, or if any action at law or suit in equity is instituted by a third party with respect to which the indemnified party intends to claim any Losses under this Article 6, the such indemnified party shall so notify the indemnifying party; provided, however, that its failure to do so shall not relieve the indemnified party's obligations except to the extent of any material prejudice caused thereby. The notice shall describe such Lossesan Indemnified Claim, the amount thereof, if known, and the method of computation thereof, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which such Losses an Indemnified Claim shall have been incurred; , and, in the case of an action or suit by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to such action or suit or the basis therefor. Such notice shall be given promptly after the indemnified party becomes aware of each such Lossan Indemnified Claim, action or suit, but failure to give such prompt notice shall not affect the indemnifying party’s obligations hereunder unless such party has been prejudiced thereby. The indemnifying party shall, within thirty (30) days after receipt of such notice of Losses, an Indemnified Claim (i) pay or cause to be paid to the indemnified party the amount of Losses an Indemnified Claim specified in such notice which the indemnifying party does not contest, or (ii) notify the indemnified party if it wishes to contest the existence or amount of part or all of such Losses, an Indemnified Claim stating with particularity the basis upon which it contests the existence or amount thereof. The indemnifying party shall, within thirty (30) days after receipt of each notice with respect to an action or suit demanding indemnification of a suit by a third party, notify the indemnified party if it elects undertake to conduct and control defend such action or suitaction. If the indemnifying party does not give such notice fails to so undertake the defense in the case of an action or suit by a third partyreasonable manner, the indemnified party shall have the right to defend, contest, settle or compromise such action or suit, and the indemnifying party shall, upon request from such indemnified party, promptly pay to such indemnified party, party in accordance with the other terms of this Article 6X, the amount of any Losses Loss resulting from its liability to the third party claimant. If the indemnifying party gives such notice in the case of an In any action or suit by a third partyparty limited to a claim for money damages, the indemnifying party shall have the right to undertake, conduct and control, through counsel of its own choosing (reasonably acceptable to the indemnified party) and at the sole expense of the such indemnifying party, the conduct and settlement of such action or suit, and the such indemnified party shall cooperate with such indemnifying party in connection therewith. So long as ; provided, however, that, the indemnifying party is contesting any such action may not, in the defense or suit in good faith, the indemnified party shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle prosecution of any such action or suit, provided that except with the prior written consent of the indemnified party, consent to the entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving to such indemnified party by the third party of a full and final release from all liability in respect of such event action or suit or (ii) which shall limit, restrict or otherwise affect the indemnified party shall waive to carry on or conduct its business (then or in the future), or require any right payment to indemnity therefor be made by the indemnifying indemnified party, and no amount or limit, restrict, or otherwise adversely affect the manner in respect thereof shall be claimed as a Loss under this Article 6which the indemnified party carries on or conducts its businesses (then or in the future).

Notice of Claims; Contest of Claims. (a) If the any indemnified party believes has ----------------------------------- paid or properly accrued or reasonably anticipates that it has incurred any Losseswill have to pay or accrue an Indemnified Claim, or if any action at law or suit in equity is instituted by a third party with respect to which the indemnified party intends to claim any Losses under this Article 6, the such indemnified party shall so notify the indemnifying party; provided, however, that its failure to do so shall not -------- ------- relieve the indemnified party's obligations except to the extent of any material prejudice caused thereby. The notice shall describe such Lossesan Indemnified Claim, the amount thereof, if known, and the method of computation thereof, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which such Losses an Indemnified Claim shall have been incurred; , and, in the case of an action or suit by a third party, shall include a copy of all documents received by the indemnified party in connection therewith and any other information known to the indemnified party with respect to such action or suit or the basis therefor. Such notice shall be given promptly after the indemnified party becomes aware of each such Lossan Indemnified Claim, action or suit, but failure to give such prompt notice shall not affect the indemnifying party’s obligations hereunder unless such party has been prejudiced thereby. The indemnifying party shall, within thirty (30) days after receipt of such notice of Losses, an Indemnified Claim (i) pay or cause to be paid to the indemnified party the amount of Losses an Indemnified Claim specified in such notice which the indemnifying party does not contest, or (ii) notify the indemnified party if it wishes to contest the existence or amount of part or all of such Losses, an Indemnified Claim stating with particularity the basis upon which it contests the existence or amount thereof. The indemnifying party shall, within thirty (30) days after receipt of each notice with respect to an action or suit demanding indemnification of a suit by a third party, notify the indemnified party if it elects undertake to conduct and control defend such action or suitaction. If the indemnifying party does not give such notice fails to so undertake the defense in the case of an action or suit by a third partyreasonable manner, the indemnified party shall have the right to defend, contest, settle or compromise such action or suit, and the indemnifying party shall, upon request from such indemnified party, promptly pay to such indemnified party, party in accordance with the other terms of this Article 6X, the amount of any Losses Loss resulting from its liability to the third party claimant. If the indemnifying party gives such notice in the case of an In any action or suit by a third partyparty limited to a claim for money damages, the indemnifying party shall have the right to undertake, conduct and control, through counsel of its own choosing (reasonably acceptable to the indemnified party) and at the sole expense of the such indemnifying party, the conduct and settlement of such action or suit, and the such indemnified party shall cooperate with such indemnifying party in connection therewith. So long as ; provided, however, that, the indemnifying party is contesting any such action may not, -------- ------- in the defense or suit in good faith, the indemnified party shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle prosecution of any such action or suit, provided that except with the prior written consent of the indemnified party, consent to the entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving to such indemnified party by the third party of a full and final release from all liability in respect of such event action or suit or (ii) which shall limit, restrict or otherwise affect the indemnified party shall waive to carry on or conduct its business (then or in the future), or require any right payment to indemnity therefor be made by the indemnifying indemnified party, and no amount or limit, restrict, or otherwise adversely affect the manner in respect thereof shall be claimed as a Loss under this Article 6which the indemnified party carries on or conducts its businesses (then or in the future).