Common use of Notice of Third Party Claims; Assumption of Defense Clause in Contracts

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give notice to the Indemnifying Person within fifteen (15) days of the assertion of any claim, or the commencement of any suit, action or Proceeding, by any Person not a party hereto (such claim, suit, action or Proceeding, as it pertains to the Indemnified Person, a "Third Party Claim") in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount (to the extent known by the Indemnified Person) of such claim together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided, that, the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Article XII except to the extent (if any) that the Indemnifying Person demonstrates that it has been prejudiced thereby.

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give written notice to the Indemnifying Person within fifteen (15) days with reasonable promptness after receiving notice of the assertion of any claimclaim in writing, or the commencement of any suit, action or Proceedingproceeding, by any Person not a party hereto (such claim, suit, action or Proceeding, as it pertains to the Indemnified Person, a "Third Party Claim") in respect of which indemnity may be sought under this Agreement (which a “Third Party Claim”); provided, however, that the failure to give prompt written notice shall not relieve the Indemnifying Person of its indemnification obligations except to the extent that such failure (i) prejudices the Indemnifying Person’s ability to successfully defend such Third Party Claim or (ii) increases the Indemnified Person’s liability for such Third Party Claim. Such notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount (to of the extent known by the Indemnified Person) of such claim Third Party Claim together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 10.4 have been or are reasonably likely to be satisfied or do not apply); provided, that, the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Article XII except to the extent (if any) that the Indemnifying Person demonstrates that it has been prejudiced thereby.

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give notice as promptly as is reasonably practicable to the Indemnifying Person within fifteen (15) days of the assertion of any claim, claim (or the commencement of any suit, action or Proceeding, proceeding) by any Person not a party hereto (such claimother than by a Governmental Authority with respect to Taxes, suit, action or Proceeding, as it pertains to the Indemnified Person, a "Third Party Claim"which shall be governed by Section 6.7(f)) in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount (to the extent known by the Indemnified Person) of such claim together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply)Agreement; provided, that, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Article XII X except to the extent (if any) that the Indemnifying Person demonstrates that it has shall have been actually prejudiced thereby.. The Indemnifying Person may, at its own expense, (i) participate in the defense of any such claim, suit, action or proceeding and (ii) upon notice to the Indemnified Person and the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 10.2 or 10.3 for all Losses arising out of such claim, suit,

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give notice to the Indemnifying Person within fifteen (15) days of the assertion of any claim, or the commencement of any suit, action or Proceeding, by any Person not a party hereto (such claim, suit, action or Proceeding, as it pertains to the Indemnified Person, a "“Third Party Claim"”) in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount (to the extent known by the Indemnified Person) of such claim together with such information (to the extent known by the Indemnified Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or do not apply); provided, that, the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Article XII except to the extent (if any) that the Indemnifying Person demonstrates that it has been prejudiced thereby.