Common use of Procedures Relating to Indemnification for Third Party Claims Clause in Contracts

Procedures Relating to Indemnification for Third Party Claims. (i) In order for a Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the Indemnifying Party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made); provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (ia) In order for a Notice of Third Party (the “Claim Indemnified Party”) Party to be entitled to any indemnification provided for under this Agreement Article VII in respect of Losses arising out of or involving a claim or demand made by any Person other than Purchaser or Seller against the a Purchaser Indemnified Party (or a “Third Party Claim”), such Indemnified Party must notify the Indemnifying Party (the “Indemnifying Party”) in writing, and in reasonable detail, of the S Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party must, promptly after its receipt of notice of the commencement of such Third Party Claim (stating in reasonable detail Claim, notify the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for party from whom indemnification is madesought under this Article VII (the Indemnifying Party Party Claim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided provided, however, that the failure to give promptly provide such notification on a timely basis notice shall not affect the indemnification provided hereunder under this Article VII except to the extent that the Indemnifying Party shall have has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days promptly after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the such Third Party Claim.. (b)

Procedures Relating to Indemnification for Third Party Claims. (ia) Notice of Third Party Claim. In order for a Party party (the an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement Article VII in respect of Losses arising out of or involving a claim or demand made by any Person other than Purchaser or Seller against the a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such the Indemnified Party must notify the Indemnifying Party party from whom indemnification is sought under this Article VII (the “Indemnifying Party”) promptly in writing, and writing (including in reasonable detail, such notice a brief description of the Third Party Claim as promptly as Claim, including damages sought or estimated, to the extent actually known or reasonably possible after receipt capable of estimation by such the Indemnified Party of notice of the Third Party Claim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is madeParty); provided provided, however, that the failure to give promptly provide such notification on a timely basis notice shall not affect the indemnification provided hereunder under this Article VII except to the extent that the Indemnifying Party shall have has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days promptly after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (i) In order for a an Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person (other than any party to this Agreement or its affiliates) against the Indemnified Party (a “"Third Party Claim”"), such Indemnified Party must notify provide an Indemnification Notice to the Indemnifying Party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (stating in reasonable detail 5) business days after the nature ofIndemnified Party's receipt thereof, copies of all notices and factual and legal basis fordocuments (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, any such claim for indemnificationhowever, and the provisions of this Agreement upon which such claim for indemnification is made); provided that failure to give such notification on provide an Indemnification Notice, or deliver copies of all notices and documents, in a timely basis manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (ia) In order for a Party (the an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 7 in respect of Losses arising out of or involving a claim or demand made by any Person other than Purchaser or Seller against the a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such the Indemnified Party must must, promptly after its receipt of notice of the commencement of such Third Party Claim, notify the Indemnifying Party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) in writing, and writing (including in reasonable detail, such notice a brief description of the such Third Party Claim as promptly as Claim, including damages sought or estimated, to the extent actually known or reasonably possible after receipt capable of estimation by such the Indemnified Party of notice of the Third Party Claim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is madeParty); provided provided, however, that the failure to give promptly provide such notification on a timely basis notice shall not 4136-8572-7307.8 affect the indemnification provided hereunder under this Article 7 except to the extent that the Indemnifying Party shall have has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days promptly after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (ia) In order for a Party (the an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 7 in respect of Losses arising out of or involving a claim or demand made by 4142-6955-2969.14 any Person other than Purchaser or Seller against the a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such the Indemnified Party must must, promptly after its receipt of notice of the commencement of such Third Party Claim, notify the Indemnifying Party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) in writing, and writing (including in reasonable detail, such notice a brief description of the such Third Party Claim as promptly as Claim, including damages sought or estimated, to the extent actually known or reasonably possible after receipt capable of estimation by such the Indemnified Party of notice of the Third Party Claim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is madeParty); provided provided, however, that the failure to give promptly provide such notification on a timely basis notice shall not affect the indemnification provided hereunder under this Article 7 except to the extent that the Indemnifying Party shall have has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days promptly after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the such Third Party Claim.