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

Procedures Relating to Indemnification of Third Party Claims. (a) A party ("Indemnified Party") shall use its Best Efforts to notify the party obligated to provide indemnification under this Agreement ("Indemnifying Party") of any claim for any indemnification provided for under this Agreement (including claims for Environmental Indemnifiable Losses) in respect of, arising out of or involving a claim or demand made by any person against the Indemnified Party ("Third 52 -50- Party Claim"), in writing, in reasonable detail and promptly, and in any event within thirty (30) business days of the date the Indemnified Party shall have knowledge of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) 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. The failure of an Indemnified Party so to notify an Indemnifying Party or to deliver such copies shall not disqualify such Indemnified Party from receiving indemnification from such Indemnifying Party and shall not constitute a breach of this Agreement unless and to the extent that such failure to notify materially and adversely affects the ability of the Indemnifying Party to defend against any such Third Party Claim.

Procedures Relating to Indemnification of Third Party Claims. (ai) A If any party hereto ("the “Indemnified Party"”) shall use its Best Efforts to notify receives written notice of the party obligated to provide indemnification under this Agreement ("Indemnifying Party") commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for any indemnification provided for which indemnity may be sought under this Agreement Section 10.01 or 10.02, as applicable (including claims for Environmental Indemnifiable Losses) in respect of, arising out of or involving a claim or demand made by any person against the Indemnified Party ("Third 52 -50- Party Claim"), in writing, in reasonable detail and promptly, and in any event within thirty (30) business days of the date the Indemnified Party shall have knowledge of the “Third Party Claim. Thereafter”), and such Indemnified Party intends to seek indemnification pursuant to this Article X, the Indemnified Party shall deliver promptly provide the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis and the amount thereof, to the Indemnifying Partyextent known, within ten (10) business days after the Indemnified Party's receipt thereof, along with copies of all notices the relevant documents evidencing such Third Party Claim and documents (including court papers) received by the basis for indemnification sought. Failure of the Indemnified Party relating to give such notice will not relieve the Third Party Claim. The failure of an Indemnified Party so to notify an Indemnifying Party or to deliver such copies shall not disqualify such Indemnified Party from receiving Liability in respect of its indemnification from such Indemnifying Party and shall not constitute a breach of this Agreement unless obligation, except if and to the extent that such failure to notify materially and adversely affects the ability of the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right, by giving written notice delivered to defend against any the Indemnified Party within twenty (20) Business Days of the receipt of notice of such Third Party Claim, to assume the defense of the Indemnified Party against the Third Party Claim with counsel selected by the Indemnifying Party, at its own expense, and reasonably satisfactory to the Indemnified Party.

Procedures Relating to Indemnification of Third Party Claims. (a) A party ("Indemnified Party") shall use its Best Efforts to notify the party obligated to provide indemnification under this Agreement ("Indemnifying Party") of any claim for any indemnification provided for under this Agreement (including claims for Environmental Indemnifiable Losses) in respect of, arising out of or involving a claim or demand made by any person against the Indemnified Party ("Third 52 73 -50- Party Claim"), in writing, in reasonable detail and promptly, and in any event within thirty (30) business days of the date the Indemnified Party shall have knowledge of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) 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. The failure of an Indemnified Party so to notify an Indemnifying Party or to deliver such copies shall not disqualify such Indemnified Party from receiving indemnification from such Indemnifying Party and shall not constitute a breach of this Agreement unless and to the extent that such failure to notify materially and adversely affects the ability of the Indemnifying Party to defend against any such Third Party Claim.

Procedures Relating to Indemnification of Third Party Claims. (ai) A party ("Indemnified Party") shall use its Best Efforts If any Person that may be entitled to notify the party obligated to provide indemnification under this Agreement Article X ("Indemnifying the “Indemnified Party"”) receives written notice of the commencement of any Action or the assertion of any claim by a third party or the imposition of any penalty or assessment for any which indemnity may be sought under Section 10.02 or Section 10.03, as applicable (a “Third Party Claim”), and such Indemnified Party intends to seek indemnification provided for under pursuant to this Agreement (including claims for Environmental Indemnifiable Losses) in respect ofArticle X, arising out of or involving a claim or demand made by any person against the Indemnified Party shall promptly provide the other party ("or parties) (the “Indemnifying Party”) with written notice of such Third 52 -50- Party Claim", stating in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claims (including the nature, basis and the amount thereof), in writingeach case to the extent known, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought; provided, that failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from Liability in reasonable detail respect of its indemnification obligation, except if and promptlyto the extent that the Indemnifying Party is materially prejudiced thereby. Upon receipt of a notice of a Third Party Claim from an Indemnified Party, and in any event the Indemnifying Party shall have the right, by giving written notice to the Indemnified Party within thirty (30) business days from receipt of such notice, to assume the date defense and control of the Indemnified Party shall have knowledge of against the Third Party Claim. Thereafter, the Indemnified Party shall deliver to Claim with counsel selected by the Indemnifying Party, within ten (10) 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. The failure of an Indemnified Party so to notify an Indemnifying Party or to deliver such copies shall not disqualify such Indemnified Party from receiving indemnification from such Indemnifying Party and shall not constitute a breach of this Agreement unless and to the extent that such failure to notify materially and adversely affects the ability of the Indemnifying Party to defend against any such Third Party Claim.