Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. Section 9.4.1 In order for a Person (the "indemnified party") to be entitled to any indemnification pursuant to this Article IX in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of (and in reasonable detail regarding) the Third Party Claim promptly, and in any event within 10 business days, after receipt by such indemnified party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification otherwise provided under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to the day on which the indemnified party gives such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1. Thereafter, the indemnified party shall deliver to the indemnifying party promptly, and in any event within five (5) business days, after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedure for Third Party Claims. Section 9.4.1 In order for a (a) If any third Person (the "indemnified party") to be entitled shall commence an Action against any Indemnified Party with respect to any indemnification pursuant to this Article IX in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party matter (a "THIRD PARTY ACTION") which may give rise to a claim for indemnification under this ARTICLE IX, then the Indemnified Party shall notify the Indemnifying Party in writing promptly after becoming aware of such Third Party ClaimAction describing in reasonable detail the Third Party Action (such notice being hereinafter called a "THIRD PARTY ACTION NOTICE"), such indemnified party must notify which notice shall include a reference to the indemnifying party in writing specific provisions of (and in reasonable detail regarding) the Third Party Claim promptly, and in any event within 10 business days, after receipt by such indemnified party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification otherwise provided under this Agreement in respect of which it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such failure to give notice. The Indemnifying Party will have thirty (30) days from the indemnifying party shall have been actually prejudiced as a result delivery of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to the day on which the indemnified party gives such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1. Thereafter, the indemnified party shall deliver to the indemnifying party promptly, and in any event within five (5) business days, after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party ClaimAction Notice (the "RESPONSE PERIOD") to determine whether or not (i) the Indemnifying Party will, at its sole cost and expense, defend against such Third Party Action and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder.

Procedure for Third Party Claims. Section 9.4.1 (a) In order for a Person party (the "indemnified party"“Indemnified Party”) to be entitled to any indemnification pursuant to provided for under this Article IX 7 in respect of, arising out of or involving a claim or demand made by any Person entity or person not a party hereto against the indemnified party Indemnified Party (a "“Third Party Claim"”), such indemnified party Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) promptly in writing of (and in reasonable detail regarding) the Third Party Claim promptlyand such notice shall state in reasonable detail the nature, basis and in any event within 10 business days, after receipt by amount of such indemnified party of notice of the Third Party Claimclaim; provided, however, that failure to give such notification shall not affect the indemnification otherwise provided under this Agreement hereunder except to the extent the indemnifying party actually shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to during the day on period in which the indemnified party gives Indemnified Party failed to give such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying party promptlyparty, and in any event within five (5) business days, Business Days after the indemnified party's Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedure for Third Party Claims. Section 9.4.1 (a) In order for a Person party (the "indemnified party"“ Indemnified Party ”) to be entitled to any indemnification pursuant to provided for under this Article IX 7 in respect of, arising out of or involving a claim or demand made by any Person entity or person not a party hereto against the indemnified party Indemnified Party (a "“ Third Party Claim"Claim ”), such indemnified party Indemnified Party must notify the indemnifying party (the “ Indemnifying Party ”) promptly in writing of (and in reasonable detail regarding) the Third Party Claim promptlyand such notice shall state in reasonable detail the nature, basis and in any event within 10 business days, after receipt by amount of such indemnified party of notice of the Third Party Claimclaim; provided, however, that failure to give such notification shall not affect the indemnification otherwise provided under this Agreement hereunder except to the extent the indemnifying party actually shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to during the day on period in which the indemnified party gives Indemnified Party failed to give such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying party promptlyparty, and in any event within five (5) business days, Business Days after the indemnified party's Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedure for Third Party Claims. Section 9.4.1 12.3.1 In order for a Person (the "indemnified party") to be entitled to any indemnification pursuant to this Article IX XII in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of (and in reasonable detail regarding) the Third Party Claim promptly, and in any event within 10 ten (10) business days, after receipt by such indemnified party of notice of the Third Party party Claim; provided, however, that failure to give such notification shall not affect the indemnification otherwise provided under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to the day on which the indemnified party gives such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1). Thereafter, the indemnified party shall deliver to the indemnifying party promptly, and in any event within five (5) business days, after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedure for Third Party Claims. With respect to any claim for indemnification hereunder other than a Third Party Claim (as defined in Section 9.4.1 8.4 below), the party or parties receiving such claim shall have fifteen (15) business days from receipt of written notice of such claim within which to respond. If the party receiving such claim does not respond within such fifteen (15) business day period, the party receiving such claim shall be deemed to have accepted responsibility to make payment and shall have no further right to contest " \l 2 . (a) In order for a Person party (the "indemnified party") ), to be entitled to any indemnification pursuant to provided for under this Article IX Agreement in respect of, arising out of or involving a claim or demand made by any Person entity or person not a party hereto against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party promptly in writing of (and in reasonable detail regarding) the Third Party Claim promptly, and in any event within 10 business days, after receipt by such indemnified party of notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification otherwise provided under this Agreement hereunder except to the extent the indemnifying party actually shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred prior to during the day on period in which the indemnified party gives failed to give such notice) and except, in the case of a breach of the Transaction Representations, to the extent the notice is not delivered timely pursuant to Section 9.1). Thereafter, the The indemnified party shall deliver to the indemnifying party promptlyparty, and in any event within five (5) business days, days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.