Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) In the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure shall actually prejudice an Indemnifying Party.

Third Party Claim Procedures. (a) In The party seeking indemnification under Section 9.02 (the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines agrees to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a give prompt notice to the party to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party against whom indemnity is sought (an the “Indemnifying Party”) may have liability hereunder to an Indemnified Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (each, a “Third Party Claim”), such Indemnified Party ) in respect of which indemnity may be sought under Section 9.02. Such notice shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing set forth in reasonable detail such Third Party Claim and the facts and circumstances with respect basis for indemnification (taking into account the information then available to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claimIndemnified Party). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall actually prejudice an have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party.

Third Party Claim Procedures. (a) In The party seeking indemnification under Section 10.02 (the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines agrees to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a give prompt notice to the party to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party against whom indemnity is sought (an the “Indemnifying Party”) may have liability hereunder to an Indemnified of the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (each, a “Third Party Claim”), such Indemnified Party ) in respect of which indemnity may be sought under Section 10.02. Such notice shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing set forth in reasonable detail such Third Party Claim and the facts and circumstances with respect basis for indemnification (taking into account the information then available to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claimIndemnified Party). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall actually prejudice an have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party.

Third Party Claim Procedures. (a) In The party seeking indemnification under Section 11.02 (the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines agrees to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a give prompt notice in writing to the party against whom indemnity is to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party be sought (an the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party in respect of which indemnity may have liability hereunder to an Indemnified Party be sought under such Section (each, a “Third Party Claim”), such Indemnified Party . Such notice shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing set forth in reasonable detail such Third Party Claim and the facts and circumstances with respect basis for indemnification (taking into account the information then available to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claimIndemnified Party). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall actually prejudice an have materially and adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall from time to time deliver to the Indemnifying Party (if the Indemnifying Party assumed control of the defense pursuant to Section 11.03(b) below) promptly following receipt thereof, copies of all notices and documents, including all court papers, received by the Indemnified Party relating to the Third Party Claim. An Indemnified Party’s failure to timely provide notice or copies of documents shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent the Indemnifying Party is actually and demonstrably prejudiced as a result of such failure.

Third Party Claim Procedures. (a) In The Person seeking indemnification under ‎Section 10.01 (the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines shall give prompt notice in writing to assert a claim for the party against which indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party is so sought (an the “Indemnifying Party”) may have liability hereunder to an Indemnified Party of the assertion of any claim or the commencement of any Proceeding by any third party (a “Third Third-Party Claim”), such Indemnified Party ) in respect of which indemnity may be sought under ‎Section 10.01. Such notice shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing set forth in reasonable detail such Third-Party Claim, the facts damages claimed and circumstances with respect the basis for indemnification (taking into account the information then available to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claimIndemnified Party). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that such failure shall have actually prejudice an and materially prejudiced the Indemnifying Party. The Indemnified Party shall deliver to the Indemnifying Party promptly copies of all material notices and documents (including material court papers) received by the Indemnified Party relating to the Third-Party Claim and include any such notices and documents with the notice of the Third-Party Claim provided to the Indemnifying Party.

Third Party Claim Procedures. (aa)The party seeking indemnification under Section 12.02(a) In or Section 12.03(a) (the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines agrees to assert give prompt notice in writing to the party against whom indemnity is to be sought (which in the case of a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to this Agreement or an Affiliate the Buyer shall be the Seller Representative on behalf of a party to this Agreement for which an indemnifying party the Sellers) (an the “Indemnifying Party”) may have liability hereunder to an Indemnified Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Third-Party Claim”), ) in respect of which indemnity may be sought under such Indemnified Party Section. Such notice shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing set forth in reasonable detail the facts and circumstances with respect of such Third-Party Claim (including any relevant material documentation to or from third-parties relating thereto and the Indemnified Party’s reasonable computation (taking into account the information then available to the subject matter Indemnified Party) of the total amount of Damages to which such Indemnified Party would be entitled in respect of such claim Third-Party Claim) and the amount basis for indemnification in respect thereof, including the Section or estimated amount of Sections hereof that the Losses sought Indemnified Party claims to be recovered thereunder have been breached (taking into account the information then available to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claimIndemnified Party). The failure by any of the Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall actually prejudice an have materially prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) In The party seeking indemnification under Section 9.02 (the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines agrees to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a give prompt notice in writing to the party against whom indemnity is to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party be sought (an the “Indemnifying Party”) may have liability hereunder to an Indemnified Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Third-Party Claim”), such Indemnified Party ) in respect of which indemnity may be sought under Section 9.02. Such notice shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing set forth in reasonable detail such Third-Party Claim and the facts and circumstances with respect basis for indemnification (taking into account the information then available to the subject matter of such claim Indemnified Party), including the specific representation claimed to have been breached or to be inaccurate and the amount or estimated amount calculation of Damages. So long as the Losses sought notice thereof is given within the applicable survival period set forth in Section 9.01, the failure to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations or Liability hereunder, except to the extent such failure shall have actually prejudice an prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly 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.

Third Party Claim Procedures. (a) In the event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”"INDEMNIFIED PARTY") determines to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to this Agreement or an Affiliate of a party to this Agreement for which an indemnifying party (an “Indemnifying Party”"INDEMNIFYING PARTY") may have liability hereunder to an Indemnified Party (a “Third Party Claim”"THIRD PARTY CLAIM"), such Indemnified Party shall promptly give written notice (a “Claims Notice”"CLAIMS NOTICE") to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure shall actually prejudice an Indemnifying Party.