Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying Party hereunder (an “Indemnifying Party”) may reasonably be expected to have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall notify the Indemnifying Party of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, a reasonably detailed explanation of the events giving rise to such Third-Party Claim and any other material details pertaining thereto, in each case to the extent known by the Indemnified Party (a “Claim Notice”); provided that the failure to timely give a Claim Notice shall only affect the rights of an Indemnified Party hereunder to the extent such failure actually and materially prejudices the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand Claim for which an indemnifying Party hereunder (an “Indemnifying Party”) may reasonably be expected to have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third third-party (a “Third-Party Claim”), such Indemnified Party shall notify the Indemnifying Party of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, a reasonably detailed explanation of the events giving rise to such Third-Party Claim, supporting documentation for such Third-Party Claim, all communication between the Indemnified Party and the third-party regarding the Third-Party Claim and any other material details pertaining thereto, in each case to the extent known by the Indemnified Party (a “Claim Notice”); provided that the failure to timely give a Claim Notice shall only affect the rights of an Indemnified Party hereunder to the extent such failure actually and materially prejudices the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying Party hereunder party (an “Indemnifying Party”) may reasonably be expected to have liability Liability to any Indemnified Party hereunder hereunder, other than those relating to Taxes (which are the exclusive subject of Article IX), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought the claimed Loss constituting such Third-Party Claim thereunder to the extent then ascertainable, any other remedy sought thereunder, a reasonably detailed explanation of and, to the events giving rise to such Third-Party Claim and extent practicable, any other material details pertaining thereto, in each case to the extent known by the Indemnified Party thereto (a “Claim Notice”); provided provided, however, that the failure timely to timely give a Claim Notice shall only affect the rights of an Indemnified Party hereunder only to the extent that such failure actually and materially prejudices has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have twenty (20) days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that If any written claim or demand for which an indemnifying Party hereunder party (an “Indemnifying Party”) may reasonably be expected to have liability to any Indemnified Party hereunder (other than a claim brought with respect to Tax Liabilities under Section 5.4, which shall be governed by that Section), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly (but no later than 20 Business Days after receipt thereof) notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, Claim (a reasonably detailed explanation of the events giving rise to such “Third-Party Claim and any other material details pertaining theretoNotice,” collectively with Direct Claim Notices, in each case to the extent known by the Indemnified Party (a “Claim NoticeNotices”); provided provided, however, that the failure timely to timely give a Third-Party Claim Notice shall only affect the rights of an Indemnified Party hereunder only to the extent that such failure actually and materially prejudices has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying Party party hereunder (an “Indemnifying Party”) may reasonably be expected to have liability Liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall notify the Indemnifying Party of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, a reasonably detailed explanation of the events giving rise to such Third-Party Claim and any other material details pertaining thereto, in each case to the extent known by the Indemnified Party (a “Claim Notice”); provided provided, that the failure to timely give a Claim Notice shall only affect the rights of an Indemnified Party hereunder to the extent such failure actually and materially prejudices the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim.