Notice of Third Party Claims. Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.
Notice of Third Party Claims. If a claim or demand is made against an Indemnified Party by any Person who is not a member of the ESI Group or ADA-ES Group (a "Third Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified Party's right to indemnification hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) business days) 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.
Notice of Third Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a party (Buyer or Seller) proposes to seek indemnification under this Article VII, the party seeking indemnification (the "Indemnitee") shall give prompt notice thereof to the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VII except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof.
Notice of Third Party Claims. If an Indemnitee receives notice of the commencement or assertion of any Third Party Claim, the Indemnitee shall give the Indemnitor reasonably prompt notice thereof, but in any event no later than thirty (30) days after receipt of such notice of such Third Party Claim. Such notice to the Indemnitor shall describe the Third Party Claim in reasonable detail and shall indicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnitee.
Notice of Third Party Claims. Any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 6.2 or 6.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.
Notice of Third Party Claims. If a Party entitled to indemnification hereunder (in this Article 12, the “Indemnified Party”) receives notice of the commencement or assertion of any claim for which the other Party (in this Article 12, the “Indemnifying Party”) may be liable for indemnification pursuant to this Article 12 that has been asserted against the Indemnified Party by any Person who is not a Party or an affiliate of a Party (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party reasonably prompt notice thereof (“Third Party Claim Notice”), but in any event no later than 30 days after receipt of such notice of such Third Party Claim. The Third Party Claim Notice shall describe the Third Party Claim in reasonable detail and shall indicate, if reasonably practicable, the estimated amount of the Losses that have been or may be sustained by the Indemnified Party or if the estimated amount of such Losses is not known. The omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability on the part of the Indemnifying Party to the Indemnified Party that otherwise may exist with respect to such cause under this Article 12 unless (and only to that extent that) the omission to notify actually and materially prejudices the ability of the Indemnifying Party to exercise its right to defend as provided in this Article 12. From the time the Indemnified Party receives notice of the Third Party Claim, the Indemnified Party shall, at the expense of the Indemnifying Party and subject to receipt of all reasonable cooperation from the Indemnifying Party, take all commercially reasonable steps to protect its rights and the rights of the Indemnifying Party in respect of such Third Party Claim, provided that the failure to take such steps shall not impact the right of the Indemnified Party to indemnification hereunder except to the extent the Indemnifying Party was actually prejudiced by such delay.
Notice of Third Party Claims. An Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim consisting of a matter asserted by a third person that might give rise to any indemnity obligation of the Indemnifying Party hereunder (a "Third Party Claim"), specifying in reasonable detail the nature thereof and indicating the amount (if known, or estimated if necessary) of the Damages that have been or may be sustained by the Indemnified Party. Failure of any Indemnified Party to promptly give such notice shall not relieve the Indemnifying Party of its or his obligation to indemnify under this Article 9, but as a result of any such failure, the Indemnified Party shall be liable to the Indemnifying Party for, and only for, the amount of actual damages caused by such failure, which amount shall be an offset against the amount of Damages for which the Indemnifying Party is liable hereunder. Together with or following such notice, the Indemnified Party shall deliver to the Indemnifying Party copies of all notices and documents received by the Indemnified Party relating to the Third Party Claim (including court papers).
Notice of Third Party Claims. A Party that is served with notice of the commencement of a proceeding against it by a third party in relation to the performance of any obligations under this Agreement (a “Third Party Claim”) shall promptly notify the other Party within 5 Business Days of receipt of the Third Party Claim.
Notice of Third Party Claims. In the event any Indemnified Party becomes aware of a third-party claim against an Indemnified Party that such Indemnified Party reasonably believes may result in indemnification pursuant to this Article VIII (a “Third Party Claim”), an Indemnified Party shall give written notification to the Indemnifying Party, of the commencement of any action, suit or proceeding relating to a Third Party Claim or, if earlier, upon the written assertion of any such Third Party Claim; provided, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve such Indemnifying Party from any obligation under this Article VIII, except to the extent such delay materially prejudices the Indemnifying Party. Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Third Party Claim and the amount of the Damages claimed. For purposes of this Section 8.5, the Representative shall act on behalf of the Company Indemnifying Parties and Company Indemnified Parties and (among other things) shall give and receive all notices under this Section 8.5.
Notice of Third Party Claims. The Closed-End Servicer will notify the Titling Trust, the Initial Beneficiary, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and each Exchange Noteholder within 15 Business Days following the date on which an Authorized Officer of the Closed-End Servicer becomes aware of a claim by a third party with respect to any Closed-End Asset, which claim could reasonably be expected to have a material adverse effect on the Titling Trust, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent, any Exchange Noteholder or any trust established by an Exchange Noteholder.
