Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) An Indemnified Party shall give prompt written notice (a “Claim Notice”) to the party or parties obligated to provide indemnification (the “Indemnifying Party”) after the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (i) a reasonably detailed description and, if known, the estimated amount of any Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (ii) a reasonable explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is actually prejudiced by such failure.

Procedures Relating to Indemnification. In the event that a third party files a lawsuit, enforcement action or other proceeding against a party entitled to indemnification under this Article VIII (aan “Indemnified Party”) An or the Indemnified Party receives notice of, or becomes aware of a condition or event which may entitle such party to the benefit of any indemnity hereunder in connection with a claim by a third party (a “Third Party Claim”), the Indemnified Party shall give prompt written notice thereof (a the “Claim Notice”) promptly to the each party or parties obligated to provide indemnification pursuant to this Article VIII (the an “Indemnifying Party”) after the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such . The Claim Notice shall contain (i) a reasonably detailed description anddescribe in reasonable detail the nature of the claim, including an estimate, if knownpracticable, of the estimated amount of any Loss incurred damages that have been or reasonably expected to may be suffered or incurred by the Indemnified Party together with such supporting documents reasonably available attributable to such Indemnified Party, (ii) a reasonable explanation of claim and the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, and (iii) failure by an Indemnified Party to provide notice on a demand for payment timely basis of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and a Third Party Claim shall not relieve the Indemnifying Party from any of its obligations under this Article IX except hereunder, unless, and then solely to the extent that, the Indemnifying Party is actually prejudiced by such failurethereby.

Procedures Relating to Indemnification. (ai) An In order for a Party or its Affiliate or any of their respective directors, officers, employees, agents, successors and permitted assigns (the “Indemnified Party”) to be entitled to indemnification provided for hereunder in respect of a claim or demand made by any third party against it (a “Third-Party Claim”), the Indemnified Party shall give prompt written notice (a “Claim Notice”) to notify the party or parties obligated to provide indemnification other Party (the “Indemnifying Party”) after in writing of the Indemnified Third-Party first becomes aware Claim within the required time period specified above in Section 6(e) and shall deliver to the Indemnifying Party copies of all notices and documents accompanying or constituting the Third-Party Claim as soon as reasonably possible and in any event or other facts within ten (including any Third Party Claim10) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (i) a reasonably detailed description and, if known, the estimated amount of any Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (ii) a reasonable explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of such LossBusiness Days after obtaining notice thereof; provided, however, that failure to give such notification shall not affect such Indemnified Party’s right to the indemnification provided hereunder and shall not relieve (so long as notice is provided within the Indemnifying Party from any of its obligations under this Article IX required time period set forth in Section 6(e)), except to the extent the Indemnifying Party is shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as soon as reasonably possible 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; provided, however, that the failure to deliver such copies shall not affect the indemnification provided hereunder, except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) An Indemnified Party shall give prompt written notice In order for a party (a “Claim Notice”the "INDEMNIFIED PARTY") to the party or parties obligated to provide indemnification (the “Indemnifying Party”) after the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is be entitled to any indemnification under from another party (the "INDEMNIFYING PARTY") pursuant to Section 9.2 and Section 9.38.06, subject to the terms and conditions of 8.07 or this Article IX (such claim11 in respect of, an “Indemnification Claim”), and such Claim Notice shall contain (i) arising out of or involving a reasonably detailed description and, if known, the estimated amount of claim or demand made by any Loss incurred or reasonably expected to be incurred by person other than a party hereto against the Indemnified Party together with such supporting documents reasonably available to (a "THIRD PARTY CLAIM"), such Indemnified Party, (ii) a Party must notify the Indemnifying Party in writing and in reasonable explanation detail of the basis for the Indemnification Third Party Claim to the extent promptly, and in any event within 20 Business Days, after receipt by such Indemnified Party of notice of the facts then known by the Indemnified Party, and (iii) a demand for payment of such LossThird Party Claim; provided, however, that failure to give such notification shall not affect such Indemnified Party’s right to the indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations provided under this Article IX Agreement except to the extent the Indemnifying Party is actually shall have been prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party promptly copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that failure to make such delivery shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure.

Procedures Relating to Indemnification. In the event that a third party (aincluding any Governmental Entity) An files a lawsuit, enforcement action or other proceeding against a Party entitled to indemnification under this Article 7 (an “Indemnified Party”) or the Indemnified Party receives notice of, or becomes aware of, a condition or event which otherwise entitles such Party to the benefit of any indemnity hereunder in connection with a claim by a third party (including any Governmental Entity) (a “Third Party Claim”), the Indemnified Party shall give prompt written notice thereof (a the “Claim Notice”) promptly to the party or parties each Party obligated to provide indemnification pursuant to this Article 7 (the an “Indemnifying Party”) after ); provided, however, the failure to deliver a Claim Notice in a prompt fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party’s ability to defend against the event with respect to which indemnification is sought is adversely affected by the failure of the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result to give notice in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such a timely fashion. The Claim Notice shall contain (i) a reasonably detailed description anddescribe in reasonable detail the nature of the claim, including an estimate, if knownpracticable, of the estimated amount of any Loss incurred Losses that have been or reasonably expected to may be suffered or incurred by the Indemnified Party together with such supporting documents reasonably available attributable to such Indemnified Party, (ii) a reasonable explanation of claim and the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (iii) a demand ’s request for payment of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is actually prejudiced by such failureAgreement.

Procedures Relating to Indemnification. In the event that a third party files a lawsuit, enforcement action or other proceeding against a party entitled to indemnification under this Article XI (aan “Indemnified Party”) An or the Indemnified Party receives notice of, or becomes aware of, a condition or event that otherwise entitles such party to the benefit of any indemnity hereunder in connection with a Claim by a third party (a “Third Party Claim”), the Indemnified Party shall give prompt written notice thereof (a the “Claim Notice”) promptly to the each party or parties obligated to provide indemnification pursuant to this Article XI (the an “Indemnifying Party”) after ). All claims for indemnification by the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such shall be bona fide. The Claim Notice shall contain (i) a reasonably detailed description anddescribe in reasonable detail the nature of the Claim, including an estimate, if knownpracticable, of the estimated amount of any Loss incurred damages that have been or reasonably expected to may be suffered or incurred by the Indemnified Party together with such supporting documents reasonably available attributable to such Indemnified Party, (ii) a reasonable explanation of Claim and the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, and (iii) failure by an Indemnified Party to provide notice on a demand for payment timely basis of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and a Third Party Claim shall not relieve the Indemnifying Party from any of its obligations under this Article IX except hereunder, unless, and then solely to the extent that, the Indemnifying Party is actually prejudiced by such failurethereby.

Procedures Relating to Indemnification. (a) An Indemnified Party shall give prompt written notice (a “"Claim Notice”") to the party or parties obligated to provide indemnification (the “"Indemnifying Party”") after the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “"Indemnification Claim”"), and such Claim Notice shall contain (i) a reasonably detailed description and, if known, the estimated amount of any Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (ii) a reasonable explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s 's right to indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is actually prejudiced by such failure.

Procedures Relating to Indemnification. (a) An Indemnified Party shall give prompt written notice (a “Claim Notice”) to the party or parties obligated to provide indemnification (the “Indemnifying Party”) after the Indemnified Party first becomes aware of (and in any event or other facts within thirty (30) days thereof) of the basis for a claim for indemnification pursuant to this Article XII (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (i) a reasonably detailed description and, if knownreasonably available or determinable, the estimated amount of any Special Indemnification Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (ii) a reasonable reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of such Special Indemnification Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article IX XII except to the extent the Indemnifying Party is actually prejudiced by such failure.

Procedures Relating to Indemnification. In the event that a third party files a lawsuit, enforcement action or other proceeding against a party entitled to indemnification under this Article 6 (aan "Indemnified Party") An or the Indemnified Party receives notice of, or becomes aware of a condition or event which otherwise entitles such party to the benefit of any indemnity hereunder in connection with a claim by a third party (a "Third Party Claim"), the Indemnified Party shall give prompt written notice thereof (a “the "Claim Notice”") promptly to the each party or parties obligated to provide indemnification pursuant to this Article 6 (the “an "Indemnifying Party”) after "). All claims for indemnification by the Indemnified Party first becomes aware of any event or other facts (including any Third Party Claim) that has resulted or that might result in any Loss for which the Indemnified Party is entitled to any indemnification under Section 9.2 and Section 9.3, subject to the terms and conditions of this Article IX (such claim, an “Indemnification Claim”), and such shall be bona fide. The Claim Notice shall contain (i) a reasonably detailed description anddescribe in reasonable detail the nature of the claim, including an estimate, if knownpracticable, of the estimated amount of any Loss incurred damages that have been or reasonably expected to may be suffered or incurred by the Indemnified Party together with such supporting documents reasonably available attributable to such Indemnified Party, (ii) a reasonable explanation of claim and the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party's request for indemnification under this Agreement. Notwithstanding the foregoing, and (iii) failure by an Indemnified Party to provide notice on a demand for payment timely basis of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and a Third Party Claim shall not relieve the Indemnifying Party from any of its obligations under this Article IX except hereunder, unless, and then solely to the extent that, the Indemnifying Party is actually prejudiced by such failurethereby.

Procedures Relating to Indemnification. (a) An In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any Person (other than a party or Affiliate thereof) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt written deliver notice (a “Claim Notice”) thereof to the party or parties obligated to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after the receipt by such Indemnified Party first becomes aware of any event or other facts (including any written notice of the Third Party Claim, describing in reasonable detail (i) that has resulted or that might result in any Loss for which the Indemnified Party is entitled facts giving rise to any claim for indemnification under Section 9.2 and Section 9.3hereunder, subject to (ii) the terms and conditions amount or method of this Article IX (computation of the amount of such claim, an (iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued, and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (all of the foregoing, the “Indemnification ClaimClaim Information”), and such Claim Notice shall contain (i) a provide any other information with respect thereto as the Indemnifying Party may reasonably detailed description and, if known, the estimated amount of any Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (ii) a reasonable explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of such Loss; provided, that request. The failure to give provide such notification notice, however, shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve release the Indemnifying Party from any of its obligations under this Article IX ARTICLE VIII except to the extent that the Indemnifying Party is actually prejudiced by such failure.