Common use of Time for Delivery – Third-Party Claims Clause in Contracts

Time for Delivery – Third-Party Claims. In the case of a Claim or Proceeding brought by any Person other than a Party that may result in a Loss for which indemnification or a defense may be sought under Section 16.2 (a “Third-Party Claim”), to be effective, a Claim Notice must be delivered to the Indemnifying Party: (i) within 30 Business Days after the Indemnified Party receives notice or obtains knowledge of the Claim or Proceeding; and (ii) before the expiration of the applicable survival period under Section 16.1, if the right to indemnification or a defense arises solely under clause (i) or (ii) of Section 16.2(a) or clause (i) or (ii) of Section 16.2(b), as applicable, in connection with the breach by an Indemnifying Party of a representation, warranty, covenant, or agreement; provided, however, that a delay in giving a notice of a Third-Party Claim within the time required under clause (i) of this Section 16.2(b), shall relieve the Indemnifying Party of its indemnification obligations hereunder with respect to such Third-Party Claim.

Time for Delivery – Third-Party Claims. In the case of a Claim or Proceeding brought by any Person other than a Party that may result in a Loss for which indemnification or a defense may be sought under Section 16.2 (a “Third-Party Claim”), to be effective, a Claim Notice must be delivered to the Indemnifying Party: (i) within 30 Business Days days after the Indemnified Party receives notice or obtains knowledge Knowledge of the Claim or Proceeding; and (ii) before the expiration of the applicable survival period under Section 16.1, if the right to indemnification or a defense arises solely under clause (i) or (ii) of Section 16.2(a) or clause (i) or (ii) of Section 16.2(b), as applicable, in connection with the breach by an Indemnifying Party of a representation, warranty, covenant, or agreement; provided, however, that a delay in giving a notice of a Third-Party Claim within the time required under clause (i) of this Section 16.2(b16.3(b) (but not clause (ii) of this Section 16.3(b), ) shall not relieve the Indemnifying Party of its indemnification obligations hereunder with respect under Section 16.2, except to the extent (and then only to the extent) that the Indemnifying Party was actually and materially prejudiced by such Third-Party Claimdelay.

Time for Delivery – Third-Party Claims. In the case of a Claim or Proceeding brought by any Person other than a Party that may result in a Loss for which indemnification or a defense may be sought under Section 16.2 (a “Third-Party Claim”), to be effective, a Claim Notice must shall be delivered to the Indemnifying Party: (i) within 30 thirty (30) Business Days after the Indemnified Party receives written notice or obtains knowledge of the Claim or Proceeding; Proceeding and (ii) before the expiration of the applicable survival period under Section 16.1, if the right to indemnification or a defense arises solely under clause (i) or (ii) of Section 16.2(a) or clause (i) or (ii) of Section 16.2(b), as applicable, in connection with the breach by an Indemnifying Party of a representation, warranty, covenant, or agreement; provided, however, that in the event of a delay in giving a notice of a Third-Party Claim within the time required under clause (i) of this Section 16.2(b16.3(b), shall relieve the Indemnifying Party shall be not be relieved of its indemnification obligations hereunder with respect thereto unless and only to the extent the Indemnifying Party forfeits rights or defenses by reason of such Third-Party Claimdelay.