Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.29.2, 7.49.4, or (to the extent provided in the last sentence of Section 7.39.3) Section 7.3 9.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.412.2 or 12.4, or (to the extent provided in the last sentence of Section 7.312.3) Section 7.3 12.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.211.2, 7.411.4, 11.5, 11.6 or (to the extent provided in the last sentence of Section 7.311.3) Section 7.3 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Party under Section 7.2, 7.410.2, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 10.3 of notice of the commencement of any Proceeding against it, such indemnified party Party will, if a claim Claim is to be made against an indemnifying party Party under such Section, give written notice to the indemnifying party Party of the commencement of such claimClaim, but the failure to notify the indemnifying party Party will not relieve the indemnifying party indemnified Party of any liability that it may have to any indemnified partyParty, except to the extent that the indemnifying party demonstrates that the defense of such action Party is actually prejudiced by the indemnifying party's indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under pursuant to Section 7.25.2, 7.45.4, or (to the extent provided in the last sentence of Section 7.35.3) Section 7.3 5.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.210.2, 7.410.4, or (to the extent provided in the last sentence of Section 7.310.3) Section 7.3 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 this Article ------- 11 of notice of the commencement of any Proceeding against it, such indemnified -- party will, if a claim is to be made against an indemnifying party under such Sectionthis Article 11, give notice to the indemnifying party of the commencement of such ---------- claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 11.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement 11.3 of any Proceeding claim against itit by any Person, other than a Party to this Agreement and its Affiliates, that is subject to indemnification hereunder, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 11, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action claim is prejudiced by the indemnifying indemnified party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 6.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 6.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimProceeding together with the estimated amount of claims under such Proceeding, but the failure to notify the indemnifying party party, or delay in such notification, will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give give, or delay in giving, such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.210.2 or 10.4, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement assertion of any Proceeding against itliability by a third party ("Third Party Claim"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claimThird Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. This Section 10.8 will not apply to Tax Claims governed by Section 10.2 or 10.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.5.1 Promptly after receipt by an indemnified party under Section 7.2, 7.4, 9.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 9.3 of notice of the commencement existence of any Proceeding against it, such a third party claim for which the indemnified party will, if will desire to make a claim is to be made for indemnification against an indemnifying party under such Section, the indemnified party shall give notice to the indemnifying party of the commencement existence of such claim so that the indemnifying party may undertake defense and settlement of the claim, but the failure . Failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 12.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement 12.3 of any Proceeding claim against itit by any Person, other than the other party and its Affiliates, that is subject to indemnification hereunder, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 12, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action claim is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3"Indemnified Person") Section 7.3 of notice of the commencement of any Legal Proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such SectionSection 9.1 or 9.2, as applicable, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying partyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 9.02 of notice of the commencement of any Proceeding demand, claim or proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.02, give notice to the indemnifying party of the commencement of such claimclaim within 20 days of the notice of such demand, claim or proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 10.2 or 10.3 of a written assertion by a third party of a claim to which Section 10.2 or Section 10.3 applies (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement of any Proceeding against ita "Claim"), such indemnified party willshall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimClaim with reasonable particularity, but the failure to timely notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such noticenotice in a timely manner.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.26.02, 7.46.04, or (to the extent provided in the last sentence of Section 7.36.03) Section 7.3 6.03 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.29.2, 7.4, 9.3 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 9.4 of notice of the commencement of any Proceeding Action against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice (including the facts and circumstance known at such time relating to the Action) to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 8.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 8.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such Proceeding and the making of such indemnification claim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the existence or commencement of any Proceeding or other third party claim against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give written notice to the indemnifying party of the existence and commencement of such claim, together with a copy of any documents or pleadings associated therewith, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.211.2 or 11.3, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimclaim (notice to the Sellers shall be adequate if given to the Sellers’ Representative), but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 10.2 of notice of the commencement of any Proceeding against itit (a “Third Party Claim Proceeding”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimThird Party Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party's ’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (aA) Promptly after receipt by an indemnified party under Section 7.29.2, 7.4Section 9.3, Section 9.4 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 9.5, as applicable, of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.7.1 Promptly after receipt by an indemnified party under Section 7.210.2, 7.410.4, or (to the extent provided in the last sentence of Section 7.310.3) Section 7.3 10.3 of notice of the commencement of any Proceeding against itit (the "Proceeding"), such indemnified party willshall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 9.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 9.4 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party (or in the case of a claim pursuant to Section 9.2, to the Shareholders’ Representative) of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's ’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 10.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 10.3 of notice of the commencement of any demand, claim or Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimclaim within twenty (20) days of the notice of such demand, claim or Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within ten (10) business days after receipt by an indemnified party under Section 7.2, 7.4, 7.2 or (to the extent provided in the last sentence of Section 7.3) Section 7.3 of notice of the commencement of any Proceeding proceeding against itit by a third Party (a "Third Party Claim"), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice a Claim Notice to the indemnifying party of the commencement of such claim, but the failure to notify give such Claim Notice to the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such noticeClaim Notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, or (to the extent provided in the last sentence of Section 7.3) Section 7.3 Indemnified Party of notice of the commencement of any Proceeding against itdemand, claim, action or proceeding made or brought by a third party, including a government agency (a "Proceeding"), such indemnified party Indemnified Party will, if a claim is to be made against an indemnifying party under such Sectionpursuant to this Article IX, give notice to the indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by an indemnified party under Section 7.212(a) -- Indemnification by Filmworks, 7.4, 12(b) -- Indemnification by Cinegram Stockholders or (to the extent provided in the last sentence of Section 7.312(c) Section 7.3 -- Indemnification by Cinegram of notice of the commencement of any Proceeding proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.211.2, 7.411.4, or (to the extent provided in the last sentence of Section 7.311.3) Section 7.3 11.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying indemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 7.2, 7.4, 8.2 ----------- or (to the extent provided in the last sentence of Section 7.3) Section 7.3 8.3 of notice of the commencement of any Proceeding (as defined ----------- below) against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.