Common use of Notice of Third Party Claim Clause in Contracts

Notice of Third Party Claim. In the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification under this Agreement by an Indemnifying Party (a “Third Party Claim”), the Indemnified Party shall give written notice to the Indemnifying Party (the “Third Party Claim Notice”) within 15 days after asserting or learning of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it is either (x) assuming responsibility for the Third Party Claim or (y) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within 15 days after receipt of the Third Party Claim Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim (the “Indemnification Notice Period”).

Notice of Third Party Claim. In the event that If any Third Party Claim is asserted against an Indemnified Party asserts a claim for and such Indemnified Party intends to seek indemnification or receives notice of the assertion of any claim or of the commencement of any action or Proceeding by any Person who is not hereunder from a party to this Agreement or an Affiliate of a party to this Agreement in respect of which (the “Indemnifying Party”), then such Indemnified Party is entitled shall give notice of the Third Party Claim to the Indemnifying Party as soon as practicable after the Indemnified Party has reason to believe that the Indemnifying Party will have an indemnification obligation with respect to such Third Party Claim and shall provide the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement by an Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party (a “of the Third Party Claim shall not relieve the Indemnifying Party from any duty to indemnify hereunder unless and to the extent that the Indemnifying Party demonstrates that the failure of the Indemnified Party to promptly notify it of such Third Party Claim prejudiced its ability to defend such Third Party Claim”); provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party otherwise than under this Agreement. Thereafter, the Indemnified Party shall give written notice deliver to the Indemnifying Party Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (the “Third Party Claim Notice”including court papers) within 15 days after asserting or learning of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered received by the Indemnified Party. The Indemnifying Party must provide written notice relating to the Indemnified Party that it is either (x) assuming responsibility for the Third Party Claim or (y) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within 15 days after receipt of the Third Party Claim Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third Party Claim (the “Indemnification Notice Period”)Claim.

Notice of Third Party Claim. In the event that any a claim is made or filed against an Indemnified Party asserts by a claim for indemnification or receives notice Person other than any Affiliate of the assertion of any claim or of the commencement of any action or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification under this Agreement by an Indemnifying Party (a “Third Party Claim”), the Indemnified Party shall give promptly (but in any event no more than ten (10) calendar days after receiving notice of or otherwise becoming aware that such Third Party Claim has been made or filed) provide written notice to the Indemnifying Party (the “Indemnity Notice”) hereunder (“Indemnifying Party”) of the same in writing, and the Indemnifying Party shall defend, compromise, and/or settle the Third Party Claim Notice”) within 15 days after asserting or learning of such Third Party Claim (or within such shorter time as may be necessary at its sole cost and expense, utilizing counsel that is acceptable to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The failure to so provide the Indemnity Notice within such ten (10) calendar day period shall not relieve the Indemnifying Party must provide written notice to from liability hereunder unless such failure materially and substantially prejudiced the Indemnifying Party from defending, compromising, and/or otherwise settling the Third-Party Claim. The Indemnifying Party shall not be responsible for the expenses, including counsel fees, of the Indemnified Party that it is either (x) assuming responsibility for the Third Party Claim or (y) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by incurred after the Indemnifying Party to assumes defense of the Third-Party Claim, but the Indemnified Party within 15 days after receipt may participate therein and retain counsel at its own expense. The Indemnifying Party shall not consent to the entry of the Third Party Claim Notice any judgment or within such shorter time as may be necessary to give enter into any settlement affecting the Indemnified Party a reasonable opportunity to respond to such Third Party Claim (without the “Indemnification Notice Period”)prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Notice of Third Party Claim. In A party that may be entitled to be indemnified pursuant to Section 10.1 or 10.2 (the event that "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing within fifteen (15) days of notice of any pending or threatened claim or demand asserted by a third party which the Indemnified Party asserts has determined has given or could give rise to a claim for indemnification or receives notice right of the assertion of any claim or of the commencement of any action or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification under this Agreement by an ("Third Party Claims") against the Indemnified Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except to the extent the Indemnifying Party is materially prejudiced by such failure. Subject to the Indemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy or contest its obligations under this Article X within fifteen (15) days after the receipt of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a “Third Party Claim”), then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnified Party may participate in such defense and retain separate counsel at its own cost and expense, without prejudice to the rights of the parties to control the defense of their respective interests. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall give written notice cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party (is, directly or indirectly, conducting the “Third Party Claim Notice”) within 15 days after asserting or learning of defense against any such Third Party Claim (or within such shorter time as may be necessary to give Claim, the Indemnifying Party a reasonable opportunity to respond to shall cooperate with the Indemnified Party in such claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, defense and (ii) indicate the amount (estimated, if necessary, and make available to the extent feasible) of Indemnified Party, at the Losses that have been Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or may be suffered under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it is either (x) assuming responsibility for the No such Third Party Claim or (y) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must may be provided settled by the Indemnifying Party to without the written consent of the Indemnified Party within 15 days after receipt of the Third Party Claim Notice or within (which consent shall not be unreasonably withheld); provided, however that any such shorter time as may be necessary to give settlement shall in all cases release the Indemnified Party a reasonable opportunity to respond to such Third Party Claim (the “Indemnification Notice Period”)from all liability with respect thereto.