Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) In order for a party to be entitled to seek any indemnification provided for under this Agreement (such party, the "Claiming Party") in respect of a claim or demand made against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof (a "Third-Party Claim"), such Claiming Party must notify the party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending Party") in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable but in any event within fifteen (15) calendar days after receipt by such Claiming Party of notice of the Third-Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Claiming Party shall keep the Defending Party reasonably apprised as to the status of such Third-Party Claim and shall provide to the Defending Party, within fifteen (15) calendar days after the Claiming Party's receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Party relating to the Third-Party Claim; provided, however, that failure to delivery such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (ai) In order for a party Person (the “Indemnified Party”) to be entitled to seek any indemnification provided for under this Agreement (such party, the "Claiming Party") in respect of, arising out of or involving a claim or demand made against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof against the Indemnified Party (a "Third-“Third Party Claim"”), such Claiming Indemnified Party must notify the indemnifying party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending Party") in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably practicable but in any event within fifteen (15) calendar days possible after receipt by such Claiming Indemnified Party of notice of the Third-Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Claiming Indemnified Party shall keep the Defending Party reasonably apprised as deliver to the status of such Third-Party Claim and shall provide to the Defending Partyindemnifying party, within fifteen five (155) calendar business days after the Claiming Indemnified Party's ’s receipt thereof, with copies of all material notices and documents (including court papers) received by the Claiming Indemnified Party relating to the Third-Third Party Claim; provided, however, that failure to delivery deliver such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party indemnifying party shall have been actually and materially prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) In order for a party to be entitled to seek any indemnification provided for under this Agreement (such party, the "“Claiming Party") ”), in respect of a claim or demand made against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof (a "“Third-Party Claim"”), such Claiming Party must notify the party to this Agreement that is or may be required to provide indemnification hereunder (the "“Defending Party"”) in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable possible but in any event within fifteen (15) calendar days Business Days after receipt by such Claiming Party of notice of the Third-Party Claim (or within such shorter time as may be necessary to give the Defending Party a reasonable opportunity to respond to and defend such Third-Party Claim); provided, however, provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Claiming Party shall keep the Defending Party reasonably apprised as to the status of such Third-Party Claim and shall provide deliver to the Defending Party, within fifteen five (155) calendar days Business Days after the Claiming Party's ’s receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Party relating to the Third-Party Claim; provided, however, that failure to delivery such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (ai) In order for a party Person that has rights of indemnification under this Agreement (each, an “Indemnified Party”) to be entitled to seek any indemnification provided for under this Agreement (such party, the "Claiming Party") in respect of a claim or demand made against the Claiming Party by any Person who is not a party to this Agreement or (other than an Affiliate thereof Indemnified Party) against the Indemnified Party (a "Third-“Third Party Claim"”), such Claiming Indemnified Party must notify the indemnifying party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending “Indemnifying Party"”) in writing, writing (and setting forth in reasonable detail, detail the basis for such Indemnified Party’s belief that such right to indemnification may exist to the extent known) of the Third-Third Party Claim as promptly as reasonably practicable but in any event within fifteen ten (1510) calendar days Business Days after receipt by such Claiming Indemnified Party of notice of the Third-Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Indemnifying Party shall have been actually prejudiced as a result of such failure; provided, further, that for purposes of making claims against the Escrow Amount (or the Sellers in respect of Direct Claims), written notice to the Representative shall be deemed written notice to the Indemnifying Party pursuant to this Section 9F(i). Thereafter, the Claiming Indemnified Party shall keep the Defending Party reasonably apprised as deliver to the status of such Third-Party Claim and shall provide to the Defending Indemnifying Party, within fifteen five (155) calendar days Business Days after the Claiming Indemnified Party's ’s receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Indemnified Party relating to the Third-Third Party Claim; provided, however, that failure to delivery deliver such copies notices and documents on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Indemnifying Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) In order for a an indemnified party to be entitled to seek any indemnification provided for under this Agreement (such party, the "Claiming Party") Article 7 in respect of, arising out of or involving a claim or demand made against the Claiming Party by any Person who is not (other than a party to this Agreement hereto or an Affiliate thereof thereof) against the indemnified party (a "“Third-Party Claim"”), such Claiming Party indemnified party must notify the indemnifying party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending Party") in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable but in any event within fifteen (15) calendar days after receipt by such Claiming Party indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Claiming Party The indemnified party shall keep the Defending Party reasonably apprised as deliver to the status of such Third-Party Claim and shall provide to the Defending Partyindemnifying party, within fifteen five (155) calendar days Business Days after the Claiming Party's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Party indemnified party relating to the Third-Party Claim; provided, however, that failure to delivery timely provide such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party indemnifying party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification. (a) In order for a party to be entitled to seek any indemnification provided for under this Agreement, or for the Buyer Indemnitees to receive proceeds from the Escrow as set forth in this Agreement (such partyparties, and the Buyer Indemnitees, as applicable, the "“Claiming Party") ”), in respect of a claim or demand made by any Person against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof (a "Third-“Third Party Claim"”), such Claiming Party must notify the party indemnifying party, or, in the case of a claim pursuant to this Agreement that is or may be required to provide indemnification hereunder Section 10.04(a), the Seller Representative (the "indemnifying parties, and the Seller Representative, as applicable, the “Defending Party") ”), as applicable, in writing, and in reasonable detail, of the Third-Third Party Claim as promptly as reasonably practicable but in any event within fifteen (15) calendar days possible after receipt by such Claiming Party of notice of the Third-Third Party Claim; provided, however, provided that failure to give such notification on a timely basis shall not affect the indemnification or claim provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Claiming Party shall keep the Defending Party reasonably apprised as to the status of such Third-Party Claim and shall provide deliver to the Defending Party, within fifteen (15) calendar five business days after the Claiming Party's ’s receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Party relating to the Third-Third Party Claim; provided, however, that failure to delivery such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure.