Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person who is not an Indemnitee against such Indemnitee (a "Third Party Claim"), such Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly, and in any event within 10 Business Days after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure; provided further, however, that with respect to any Third Party Claim for which Newco is the Indemnifying Party, such Indemnifying Party shall be deemed to have received notice with respect to such Third Party Claim by or against the Company or any of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective Time. After any required notification (if applicable), the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of the event that a Buyer Indemnified Party or involving Seller Indemnified Party (such Person the “Claiming Party”) receives a claim or demand made by any person who Person against the Claiming Party that is not an Indemnitee against such Indemnitee reasonably likely to result in Losses that are indemnifiable hereunder (a "“Third Party Claim"”), such Indemnitee must notify Claiming Party shall give written notice (a “Third Party Claim Notice”) to the indemnifying party who may become obligated to provide indemnification hereunder (the "Indemnifying “Defending Party"”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly, and in any event within 10 Business Days possible after receipt by such Indemnitee Claiming Party of written notice of the Third Party Claim; provided, however, that failure to provide any information specified in this Section 7.05(a) or to give such prompt notification shall not affect the Claiming Party’s right to indemnification provided hereunder except and to the extent the Indemnifying Defending Party shall have been actually and materially prejudiced as a result of such failure; provided further, however, that with respect to any . The Third Party Claim for which Newco is Notice shall, in each case to the Indemnifying extent (if any) then known to the Claiming Party, such Indemnifying Party shall be deemed to have received notice with respect to such describe the Third Party Claim in reasonable detail, indicate the estimated amount of the Loss that has been sustained by or against the Company or Claiming Party and provide any of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective Time. After any required notification (if applicable)material details pertaining thereto, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, along with copies of all material notices and documents (including court papers) received by the Indemnitee relating to the evidencing such Third Party Claim, and the basis for indemnification sought.

Procedures Relating to Indemnification. (a) In order for an a Buyer Indemnitee or a Seller Indemnitee (such Buyer Indemnitee or Seller Indemnitee, 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 (a “Third-Party Claim”) made by any person who is not an Indemnitee Person, other than a Party or Affiliate thereof, against such Indemnitee (a "Third Party Claim")the Indemnified Party, such Indemnitee must notify Indemnified Party shall promptly notify, as applicable, the party who may become obligated Party that is required to provide indemnification indemnity hereunder (in such context, the "“Indemnifying Party"”) in writing, and in reasonable detail, writing of the Third Party Claim reasonably promptly, and in any event within 10 Business Days after receipt by such Indemnitee the Indemnified Party of written notice of the communication alleging any Third Party Claim; provided, however, provided that failure to give such notification on a timely basis shall not affect the indemnification obligations of the Indemnifying Party provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure; provided further. Thereafter, however, that with respect to any Third Party Claim for which Newco is the Indemnifying Party, such Indemnifying Indemnified Party shall be deemed to have received notice with respect to such Third Party Claim by or against the Company or any of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective Time. After any required notification (if applicable), the Indemnitee shall promptly deliver to the Indemnifying Party, promptly Party after the Indemnitee's Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to Indemnified Party from the Person making the Third Party Claim.

Procedures Relating to Indemnification. (ai) In order for an Indemnitee a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of of, or involving a claim or demand made by any person who is not an Indemnitee third party against such Indemnitee the indemnified party (a "Third “Third-Party Claim"”), such Indemnitee must indemnified party shall notify the other party who may become obligated to provide indemnification hereunder (the "Indemnifying Party"“indemnifying party”) in writingwriting of the Third-Party Claim, and in reasonable detail, deliver to the indemnifying party copies of all notices and documents accompanying or constituting the Third Party Claim reasonably promptly, and in any event within 10 Business Days after receipt by such Indemnitee of written notice of the Third Third-Party Claim, within ten business days after obtaining notice thereof; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder hereunder, except to the extent the Indemnifying Party indemnifying party shall have been actually and materially prejudiced as a result of such failure; provided further, however, failure and except that with respect to the indemnifying party shall not be liable for any Third Party Claim for which Newco is expenses incurred during the Indemnifying Party, such Indemnifying Party shall be deemed to have received notice with respect to such Third Party Claim by or against the Company or any of its subsidiaries (other than the Newco Companies) for period in which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior indemnified party failed to the Effective Timegive such notice. After any required notification (if applicable)Thereafter, the Indemnitee indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five business days after the Indemnitee's indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee indemnified party relating to the Third Third-Party Claim; provided, however that failure to deliver such copies 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.

Procedures Relating to Indemnification. (a) In order for a Person that has rights of indemnification under this Agreement (each, an Indemnitee “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 who is not an Indemnitee Person against such Indemnitee the 65 Indemnified Party (a "“Third Party Claim"”), such Indemnitee Indemnified Party must notify the indemnifying party who may become obligated to provide indemnification hereunder (the "“Indemnifying Party"”) in writingwriting (stating in reasonable detail the nature of, and in reasonable detailfactual and legal basis for, any such claim for indemnification and the provisions of this Agreement upon which such claim for indemnification is made) of the Third Party Claim as promptly as reasonably promptly, and in any event within 10 Business Days possible after receipt by such Indemnitee Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall on a timely basis will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been is actually and materially prejudiced as a result of such failure; provided furtherprovided, howeverfurther that, that with respect for purposes of this Section 8.6(a), (i) any notice contemplated to be delivered to any Third Seller Party Claim for which Newco is the Indemnifying will be given by written notice to Representative and (ii) Representative will be entitled to provide any notices contemplated by this Section 8.6(a) on behalf of each Seller Party, such Indemnifying Party shall be deemed to have received notice with respect to such Third Party Claim by or against the Company or any of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective Time. After any required notification (if applicable)Thereafter, the Indemnitee shall Indemnified Party will deliver to the Indemnifying Party, promptly within five (5) Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification. (a) In order for an a Buyer Indemnitee or Seller Indemnitee (such Buyer Indemnitee or the Sellers’ Representative, on behalf of any Seller Indemnitee, as applicable, the “Claiming 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 who is not an Indemnitee Person against such Indemnitee the Claiming Party (a "“Third Party Claim"”), such Indemnitee must Claiming Party shall promptly notify the party who may become obligated to provide indemnification hereunder Sellers’ Representative (in the "Indemnifying case of a Buyer Indemnitee) or the Buyer (in the case of a Seller Indemnitee) (as applicable, the “Defending Party"”) in writing, and in reasonable detail, writing of the Third Party Claim reasonably promptly, and in any event within 10 Business Days after receipt by such Indemnitee Claiming Party of written notice of the Third Party Claim; provided, however, provided that failure to give such notification on a timely basis shall not affect the indemnification obligations of the Sellers or the Buyer (as applicable) provided hereunder except to the extent the Indemnifying Defending Party shall have been actually and materially prejudiced as a result of such failure; provided further. Thereafter, however, that with respect to any Third Party Claim for which Newco is the Indemnifying Party, such Indemnifying Claiming Party shall be deemed to have received notice with respect to such Third Party Claim by or against the Company or any of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective Time. After any required notification (if applicable), the Indemnitee shall promptly deliver to the Indemnifying Party, promptly Defending Party after the Indemnitee's Claiming Party’s receipt thereof, copies of all material notices and documents (including court papers) received by the Indemnitee relating to Claiming Party from the Person making the Third Party Claim. For the avoidance of doubt, no claim or demand for indemnification may be made by or on behalf of a Seller Indemnitee except by the Sellers’ Representative.

Procedures Relating to Indemnification. (a) In order for an Indemnitee Indemnified Person 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 who is not an Indemnitee third Person against such Indemnitee the Indemnified Person (a "Third “Third-Party Claim"”), such Indemnitee Indemnified Person must notify provide the party who may become obligated to provide indemnification hereunder (Indemnifying Person with a Claim Notice regarding the "Indemnifying Party") in writing, and in reasonable detail, of the Third Third-Party Claim reasonably promptly, promptly and in any event within 10 ten (10) Business Days after receipt by such Indemnitee Indemnified Person of written notice of the Third Third-Party Claim; provided, however, provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party Person shall have been actually and materially prejudiced as a result of such failure; provided further, however, failure (except that with respect to any Third Party Claim for which Newco is the Indemnifying Party, such Indemnifying Party Person shall not be deemed to have received notice with respect to such Third Party Claim by or against liable for any expense incurred during the Company or any of its subsidiaries (other than the Newco Companies) for period in which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior Indemnified Person failed to the Effective Timegive such notice). After any required notification (if applicable)Thereafter, the Indemnitee Indemnified Person shall deliver to the Indemnifying PartyPerson, promptly within five (5) Business Days after the Indemnitee's Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee Indemnified Person relating to the Third Third-Party ClaimClaim together with such supporting documents reasonably available to such Indemnified Person. Notwithstanding the foregoing, any Third-Party Claims with respect to Taxes shall be addressed in the manner set forth in Section 4.12(e).

Procedures Relating to Indemnification. (a) In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person Person who is not an Indemnitee against such the Indemnitee (a "Third Party Claim"), such Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "Indemnifying Partyindemnifying party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly, and in any event within 10 Business Days 20 business days after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually and materially prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice); and provided further, however, that with respect to any Third Party Claim matter for which Newco is the Indemnifying Partyindemnifying 11 8 party, such Indemnifying Party Newco shall be deemed to have received notice with respect to such Third Party Claim all matters by or against any member of the Company Group that were concluded or any initiated prior to, or otherwise pending at, the Time of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective TimeContribution. After any required notification (if applicable), the Indemnitee shall deliver to the Indemnifying Partyindemnifying party, promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.