Notification of Third Party Claims. The Indemnified Parties shall notify the indemnifying party (“Indemnitor”) in writing promptly after they become aware of any Third Party Claim threatened or brought against any Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor pursuant to this Section 17, provided that any delay or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, Indemnitor has been materially prejudiced thereby. Company and Selling Firm will cooperate in defending any such Third Party Claim, reserving until resolution of each Third Party Claim any issues between them concerning allocation of responsibility, liability or obligations to indemnify such Third Party Claim. Except to the extent necessary to preserve claims against each other, Company and Selling Firm will present a united defense to such Third Party Claims. All issues relating to whether the Third Party Claim is covered by Section 17, or the relative responsibility, liability or blameworthiness of Company and Selling Firm for such Third Party Claim will be resolved in a separate arbitration proceeding after the Third Party Claim is resolved. The parties acknowledge and agree that any statute of limitations relating to claims, actions or causes of action between each other under this Section 17 relating to a Third Party Claim will be tolled during the pendency of such Third Party Claim. ADVERTISING AND SALES MATERIALS; MARKS Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advert...
Notification of Third Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.
Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Agreement (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a "Third Party Claim"), 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 VIII except to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that (i) notices for claims in respect of an inaccuracy or breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such representation or warranty and (ii) notices for claims in respect of a breach or failure to perform any covenant or agreement must be delivered prior to the date that is six months after the last day of the effective period of such covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in writing of a claim for indemnification under this Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VIII notwithstanding the passing of such applicable date.
Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), 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 Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure.
Notification of Third Party Claims. In no case shall any Indemnitor under this Agreement be liable with respect to any Third-Party Claim against any Indemnitee unless the Indemnitee shall have delivered to the Indemnitor within the Notice Period a notice ("Claim Notice") describing in reasonable detail the facts giving rise to such Third-Party Claim and stating that the Indemnitee intends to seek indemnification for such Third-Party Claim from the Indemnitor pursuant to this Article.
Notification of Third Party Claims. In no case shall any Indemnitor under this Agreement be liable for any Third Party Claim against any Indemnitee unless the Indemnitee shall have delivered to the Indemnitor a Claim Notice and the following conditions are satisfied:
Notification of Third Party Claims. Each Party will promptly notify the other Party of any Third Party claim that the manufacture, use, distribution, or other exploitation of any Product hereunder infringes, misappropriates or otherwise violates the Intellectual Property Rights of any Third Party, to the extent that a Party has actual knowledge of such Third Party claim.
Notification of Third Party Claims. COUNTY shall notify CONTRACTOR of the receipt of any third-party claim relating to the contract and is entitled to recover its reasonable costs incurred in providing the notification as provided in Public Contract Code Section 9201.
Notification of Third Party Claims. OWNER shall notify CONTRACTOR of the receipt of any third-party claim relating to the contract and is entitled to recover its reasonable costs incurred in providing the notification as provided in Public Contract Code Section 9201.
Notification of Third Party Claims. Each Party will promptly notify the other Party concerning any threat, warning, claim or action relating to the Services or Deliverable pursuant to this Agreement.
