Common use of Notification and Handling of Third Party Claims Clause in Contracts

Notification and Handling of Third Party Claims. (a) Each Party shall notify the other Party in writing as promptly as practicable in the circumstances whenever it shall determine that there are sufficient facts or circumstances that such Party and/or its Affiliates reasonably believe may render the other Party liable to the notifying Party and/or its Affiliates pursuant to Section 10.1 or Section 10.2 (as applicable), giving reasonable details about the nature of the Loss for which indemnification may be claimed, the expected amount of such Loss (to the extent reasonably determinable), and a basis for the claim for indemnification. In addition, in the event that any Claim shall be brought by any third party or Governmental Body, which, if successful, may render a Party liable to the other Party and/or its Affiliates pursuant to this Article X, then the Party and/or its Affiliates seeking indemnification hereunder (collectively, the “Indemnitee”) shall, as promptly as practicable in the circumstances after receiving written notice or service of process of such Claim, give written notice (a “Claim Notice”) thereof to the Party from whom indemnification is sought (the “Indemnitor”). Such Claim Notice shall describe in reasonable detail the nature of the Loss, include a copy of all papers served with respect to an Action (if any) and state a basis of such request for indemnification. Failure to promptly notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to any Indemnitee, except to the extent that the Indemnitor demonstrates that the Indemnitor is materially prejudiced by the Indemnitee’s failure to give such notice, but only to the extent of any such Loss directly attributable to the material prejudice suffered by the Indemnitor. Within 30 days after receipt of any Claim Notice (or such earlier time as may be appropriate in light of an obligation to respond to any legal process), the Indemnitor shall notify the Indemnitee either that (i) the Indemnitor elects to defend the Indemnitee against such Claim with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee, or that (ii) the Indemnitor disputes its potential liability to indemnify the Indemnitee, provided that such an aforesaid election by the Indemnitor to not assume the defense of the Indemnitee for such Claim shall be subject to the right of the Indemnitor to subsequently assume the defense of the Indemnitee for such Claim at any time prior to settlement or final determination thereof, provided that any such subsequent election shall not prejudice any rights of the Indemnitee or its business or operations. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if (A) the amount of monetary damages reasonably sought in connection with such Claim or for which a settlement or award may be reasonably expected to result in indemnified Losses to the Indemnitee which may exceed the amount of the indemnified Losses for which the Indemnitor may be liable under this Agreement (giving effect to any then-resolved Claims and any then-pending Claims), (B) the Claim is being asserted by a Governmental Body, or (C) if the Claim seeks equitable relief, the Indemnitee shall have no obligation to tender the defense thereof to the Indemnitor and the Indemnitor shall be responsible for all reasonable costs and expenses and all Losses, subject to the provisions and limitations set forth in Section 11.1; provided, however, that if the Indemnitee assumes such defense, the Indemnitor shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitee, it being understood that the Indemnitee shall control such defense.

Notification and Handling of Third Party Claims. (a) Each Party shall notify the other Party in writing as promptly as practicable in the circumstances whenever it shall determine that there are sufficient facts or circumstances that such Party and/or its Affiliates reasonably believe may render the other Party liable to the notifying Party and/or its Affiliates pursuant to under Section 10.1 or Section 10.2 (as applicable)10.2, giving reasonable details full particulars about the nature of the Loss for which indemnification may be claimed, the expected amount of such Loss (to the extent reasonably determinable)Loss, and a the basis for the claim for indemnification. In addition, in the event that any Claim shall be brought by any third party Person or Governmental Body, which, if successful, may would render a any Party liable to the other Party and/or its Affiliates pursuant to under this Article X, then the Party and/or its Affiliates seeking indemnification hereunder (collectively, the “"Indemnitee”") shall, as promptly as practicable in the circumstances after receiving written notice or service of process of such Claim, give written notice (a “"Claim Notice”") thereof to the Party from whom indemnification is sought (the “"Indemnitor”"). Such Claim Notice shall describe in reasonable detail the nature of the Loss, include a copy of all papers served with respect to an Action (if any) and state a the basis of such request for indemnification. Failure to promptly notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to any Indemnitee, except to the extent that the Indemnitor demonstrates that the Indemnitor is materially prejudiced by the Indemnitee’s 's failure to give such notice, but only to and provided that the extent of Indemnitor shall not be liable for any such Loss directly attributable to the material prejudice suffered defense or settlement costs or expenses incurred by the IndemnitorIndemnitee prior to delivery of such notice. Within 30 days after receipt of any Claim Notice (or such earlier time as may be appropriate in light of an obligation to respond to any legal process)Notice, the Indemnitor shall notify the Indemnitee either that (i) the Indemnitor elects to defend the Indemnitee against such Claim with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee, or that (ii) the Indemnitor disputes its potential liability to indemnify the Indemnitee, provided that such an aforesaid election by the Indemnitor to not assume the defense of the Indemnitee for such Claim shall be subject to the right of the Indemnitor to subsequently assume the defense of the Indemnitee for such Claim at any time prior to settlement or final determination thereof, provided that any such subsequent election shall not prejudice any the rights of the Indemnitee or its business or operations. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if (A) the amount of monetary damages reasonably sought in connection with such Claim or for which a settlement or award may be reasonably expected to result in indemnified Losses to the Indemnitee which may exceed the amount of the indemnified Losses for which the Indemnitor may be liable under this Agreement (giving effect to any then-resolved Claims and any then-pending Claims), (B) the Claim is being asserted by a Governmental Body, or (C) if the Claim seeks equitable relief, the Indemnitee shall have no obligation to tender the defense thereof to the Indemnitor and the Indemnitor shall be responsible for all reasonable costs and expenses and all Losses, subject to the provisions and limitations set forth in Section 11.1; provided, however, that if the Indemnitee assumes such defense, the Indemnitor shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitee, it being understood that the Indemnitee shall control such defense.

Notification and Handling of Third Party Claims. (a) Each Party shall notify the other Party in writing as promptly as practicable in the circumstances whenever it shall determine that there are sufficient facts or circumstances that such Party and/or its Affiliates reasonably believe may render the other Party liable to the notifying Party and/or its Affiliates pursuant to under this Section 10.1 or Section 10.2 (as applicable)10.2, giving reasonable details full particulars about the nature of the Loss for which indemnification may be claimed, the expected amount of such Loss (to the extent reasonably determinable)Loss, and a the basis for the claim for indemnification. In addition, in the event that any Claim shall be brought by any third party Person or Governmental Body, which, if successful, may would render a any Party liable to the other Party and/or its Affiliates pursuant to under this Article X10, then the Party and/or its Affiliates seeking indemnification hereunder (collectively, the “Indemnitee”) shall, as promptly as practicable in the circumstances after receiving written notice or service of process of such Claim, give written notice (a “Claim Notice”) thereof to the Party from whom indemnification is sought (the “Indemnitor”). Such Claim Notice shall describe in reasonable detail the nature of the Loss, include a copy of all papers served with respect to an Action (if any) and state a the basis of such request for indemnification. Failure to promptly notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to any Indemnitee, except to the extent that the Indemnitor demonstrates that the Indemnitor is materially prejudiced by the Indemnitee’s failure to give such notice, but only to and provided that the extent of Indemnitor shall not be liable for any such Loss directly attributable to the material prejudice suffered defense or settlement costs or expenses incurred by the IndemnitorIndemnitee prior to delivery of such notice. Within 30 days after receipt of any Claim Notice (or such earlier time as may be appropriate in light of an obligation to respond to any legal process)Notice, the Indemnitor shall notify the Indemnitee either that (i) the Indemnitor elects to defend the Indemnitee against such Claim with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee, or that (ii) the Indemnitor disputes its potential liability to indemnify the Indemnitee, provided that such an aforesaid election by the Indemnitor to not assume the defense of the Indemnitee for such Claim shall be subject to the right of the Indemnitor to subsequently assume the defense of the Indemnitee for such Claim at any time prior to settlement or final determination thereof, provided that any such subsequent election shall not prejudice any the rights of the Indemnitee or its business or operations. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if (A) the amount of monetary damages reasonably sought in connection with such Claim or for which a settlement or award may be reasonably expected to result in indemnified Losses to the Indemnitee which may exceed the amount of the indemnified Losses for which the Indemnitor may be liable under this Agreement (giving effect to any then-resolved Claims and any then-pending Claims), (B) the Claim is being asserted by a Governmental Body, or (C) if the Claim seeks equitable relief, the Indemnitee shall have no obligation to tender the defense thereof to the Indemnitor and the Indemnitor shall be responsible for all reasonable costs and expenses and all Losses, subject to the provisions and limitations set forth in Section 11.1; provided, however, that if the Indemnitee assumes such defense, the Indemnitor shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitee, it being understood that the Indemnitee shall control such defense.