Common use of Notice to the Indemnifying Party Clause in Contracts

Notice to the Indemnifying Party. Within thirty (30) days after the (i) assertion of any claim by a third-party (a “Third Party Claim”), or (ii) occurrence of any event not involving a Third Party Claim (a “Non-Third Party Claim” and, together with a Third Party Claim, each a “Claim”), giving rise to a claim for indemnification from a party (the “Indemnifying Party”) under this Article XVIII, the other party (the “Indemnified Party”) shall notify the Indemnifying Party in writing of such Claim setting forth the nature of the Claim and specifying in reasonable detail (to the extent the same can be reasonably estimated or ascertained) the individual items and amount of Damages, the date each such item was paid, suffered or arose, or if such Damages have not yet been paid, suffered or incurred (such notice is hereinafter referred to as an “Indemnity Claim Notice”); provided, however, failure to provide such notice shall not in any way serve to waive or diminish the indemnification rights of the Indemnified Party. Notwithstanding the foregoing, any inadvertent delay in notifying the Indemnifying Party shall in no case prejudice the rights of the Indemnified Party under this Agreement except to the extent the Indemnifying Party shall actually be prejudiced by such failure.

Notice to the Indemnifying Party. Within thirty (30) days Promptly after the (i) assertion of any claim Claim by a third-party (against a “Third Party Claim”), hereto or (ii) of a Party learning of the occurrence of any event not involving a Third Party Claim (a “Non-Third Party Claim” and, together with a Third Party Claim, each a “Claim”), giving which may give rise to a claim Claim for indemnification from a party Party (the “Indemnifying Party”) under this Article XVIIISection 18, the other party and in no event more than thirty (30) days after receiving written notice of such a Claim, such Party (the “Indemnified Party”) shall notify the Indemnifying Party in writing of such Claim setting forth Claim, describing the nature claim, the amount thereof (if known and quantifiable) and the basis thereof (the “Indemnity Notice”) and, with respect to Claims by third parties, advise the Indemnifying Party whether the Indemnified Party intends to contest same. The right to indemnification hereunder shall not be affected by any failure or delay of or by the Indemnified Party to give an Indemnity Notice (provided such written notice was delivered on or before the end of the Claim Applicable Survival Period) unless, and specifying in reasonable detail (then only to the extent the same can be reasonably estimated or ascertained) the individual items and amount of Damagesthat, the date each such item was paid, suffered or arose, or if such Damages have not yet been paid, suffered or incurred (such notice is hereinafter referred to as an “Indemnity Claim Notice”); provided, however, failure to provide such notice shall not in any way serve to waive or diminish the indemnification rights and remedies of the Indemnified Party. Notwithstanding the foregoing, any inadvertent delay in notifying the Indemnifying Party shall have been prejudiced (including the ability of the Indemnifying Party to obtain applicable insurance coverage) or the Losses for which the indemnification rights exist are materially greater than such Losses would have been had prompt notice been given, in no case prejudice each case, as a result of the rights failure of the Indemnified Party under this Agreement except to the extent the Indemnifying Party shall actually be prejudiced by give, or delay in giving, such failureIndemnity Notice.