Common use of Indemnification Claims Clause in Contracts

Indemnification Claims. 8.3.1 If any claim contemplated by this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties (in either case, the “Indemnified Parties”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless the Indemnified Party is materially prejudiced by such failure) and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:

Indemnification Claims. 8.3.1 If any claim contemplated by (a) Subject to Section 7.5 below, if an Indemnified Party is of the opinion that it has or may have a right to indemnification, compensation or reimbursement under this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties Agreement (in either case, the an “Indemnified PartiesIndemnification Claim”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the such Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless the Indemnified Party is materially prejudiced by such failure) and the Indemnifying Party shallin a written notice (a “Claim Certificate”) promptly after receipt of notice of any such right, subject as hereinafter but in any event, prior to the expiration of the applicable Survival Period; provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided however, that the defence shall be through legal counsel acceptable failure to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by promptly notify the Indemnifying Party or thereof will not relieve the Indemnifying Party from liability in connection therewith except and to the extent (and only to the extent) that such failure has materially prejudiced the Indemnifying Party (it being understood, however, that a failure to deliver a Claim Certificate prior to the expiration of an applicable Survival Period will relieve the Indemnifying Party from liability in connection therewith). Each Claim Certificate shall (i) state that such Indemnified Party withouthas suffered or incurred any Losses for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (ii) contain a brief description in each case, reasonable detail (to the prior written consent extent available to such Indemnified Party) of the Partiesfacts, circumstances or events giving rise to each item of Losses based on such consent not Indemnified Party’s good faith belief thereof; and (iii) state the basis for indemnification, compensation or reimbursement under this Agreement to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any which such suit and participate in the defence thereof but the fees and expenses item of such counsel shall be at the expense of the Indemnified Parties unless:Losses is related.

Indemnification Claims. 8.3.1 If (a) In order for an Indemnified Party to be entitled to any claim contemplated by this Article 8 shall be asserted by indemnification provided for under Section 8.2 or 8.3 in respect of, arising out of or involving a third party against BMO Third Party Claim, such Indemnified Parties or against Party must notify the Carrier Indemnified Parties (Indemnifying Party in either case, the “Indemnified Parties”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any writing of the Third Party Claim within ten (10) days after receipt by such Indemnified PartiesParty of notice of the Third Party Claim; provided, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided however, that any failure to so notify give such notification shall not affect the indemnification provided under Section 8.2 or 8.3, except to the extent the Indemnifying Party’s liability under this Section unless Party has been actually prejudiced as a result of such failure. In any event, the Indemnified Party is materially prejudiced shall deliver to the Indemnifying Party, within ten (10) 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. The Indemnifying Party alone shall conduct and control the defense of such failure) Third Party Claim and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses defense of such counsel claim at its own expense. The Indemnifying Party shall be at not, without the expense prior written consent of the Indemnified Parties unless:Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree that does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand.

Indemnification Claims. 8.3.1 If any claim contemplated by this Article 8 shall be asserted by a third party against BMO Indemnified Parties (a) Any Party seeking indemnification under Section 7.1 or against the Carrier Indemnified Parties Section 7.2 (in either caseeach, the an “Indemnified PartiesParty”)) shall assert any Claim for indemnification, or if including any potential claim contemplated Third-Party Claim, by this Article 8 shall come delivering written notice thereof (a “Claim Notice”) to the actual knowledge of a Party or any of the Indemnified Parties, the Party shall notify the other Party from which indemnification is sought (the “Indemnifying Party”) as soon as possible as to promptly after learning of the nature of basis for such claim (Claim; provided that any the failure to so notify the Indemnifying Party shall not affect limit the Indemnifying Indemnified Party’s liability under this Section unless rights to indemnification hereunder except to the Indemnified extent that an Indemnifying Party is actually and materially prejudiced by such failure) . Each Claim Notice shall describe in reasonable detail the nature of and the Indemnifying basis for the Claim, as well as the Damages relating thereto (which, if not determinable at such time, may be a reasonable good faith estimate thereof; such amount of Damages or such good faith estimate, as applicable, a “Claimed Amount”), and attach copies of all material written evidence thereof that the Indemnified Party shall, subject as hereinafter provided, be entitled has received from any Person that is not a party hereto or an Affiliate of a Party hereto (but not requireda “Third Party”) to assume the defence on behalf date of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:Claim Notice.

Indemnification Claims. 8.3.1 (a) If any claim contemplated by an Indemnified Party is of the opinion that it has or may have a right to indemnification, compensation or reimbursement under this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties Agreement (in either case, the an “Indemnified PartiesIndemnification Claim”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the such Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless the Indemnified Party is materially prejudiced by such failure) and the Indemnifying Party shallin a written notice (a “Claim Certificate”) promptly after receipt of notice of any such right, subject as hereinafter but in any event, prior to the expiration of the applicable Survival Period (if applicable); provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided however, that the defence shall be through legal counsel acceptable failure to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by promptly notify the Indemnifying Party or thereof will not relieve the Indemnifying Party from liability in connection therewith except and to the extent (and only to the extent) that such failure has materially prejudiced the Indemnifying Party (it being understood that a failure to deliver a Claim Certificate prior to the expiration of an applicable Survival Period will relieve the Indemnifying Party from liability in connection therewith). Each Claim Certificate shall (i) state that such Indemnified Party withouthas suffered or incurred Losses for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (ii) contain a brief description in each case, reasonable detail (to the prior written consent extent available to such Indemnified Party) of the Partiesfacts, circumstances or events giving rise to each item of Losses based on such consent not Indemnified Party’s good faith belief thereof; and (iii) state the basis for indemnification, compensation or reimbursement under this Agreement to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any which such suit and participate in the defence thereof but the fees and expenses item of such counsel shall be at the expense of the Indemnified Parties unless:Losses is related.

Indemnification Claims. 8.3.1 (a) If any claim contemplated by an Indemnified Party reasonably believes that it has or will have a right to indemnification under this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties Agreement (in either case, the an “Indemnified PartiesIndemnification Claim”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the such Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless the Indemnified Party is materially prejudiced by such failure) and the Indemnifying Party shallin a written notice (a “Claim Certificate”), subject as hereinafter provided, be entitled (but not required) prior to assume the defence on behalf expiration of the Survival Period (if applicable): (i) stating that such Indemnified Parties Party has directly or indirectly paid, sustained or incurred any Losses or had any Losses asserted against it, or reasonably anticipates that it will directly or indirectly pay, sustain or incur any Losses or have any Losses asserted against it, for which it is entitled to indemnification under this Agreement; (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated (and the method of computation of each such item of Losses, if applicable), the date each such item of Losses was paid, sustained or incurred or asserted against it, or the basis for such reasonably anticipated Losses; (iii) a brief description in reasonable detail (to the extent available to such Indemnified Party) of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party’s good faith belief thereof, including the identity and address of any suit brought third-party claimant (if any) and copies of any formal demand or complaint relating thereto (if any); and (iv) the basis for indemnification under this Agreement to enforce which such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission item of liability shall be made by the Indemnifying Party or an Indemnified Party withoutLosses is related (including, in each caseif applicable, the prior written consent specific nature of the Partiesmisrepresentation, such consent not to be unreasonably withheld. An Indemnified Party shall have or the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses breach of such counsel shall be at the expense of the Indemnified Parties unless:warranty or covenant).

Indemnification Claims. 8.3.1 If An Indemnitee will notify in writing the Indemnifying Party (provided that where the Indemnifying Party is a Seller Indemnifying Party, Indemnitee needs to provide such notice only to the Sellers Representative) of its discovery of any claim contemplated by matter that does not involve a Third-Party Claim and with respect to which the Indemnifying Party may become obligated to indemnify, hold harmless, compensate or reimburse the Indemnitee and such notice will (i) state that the Indemnitee has paid or properly accrued Damages or anticipates that it will incur liability for Damages for which such Indemnitee is entitled to indemnification pursuant to this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against Agreement (if applicable) and (ii) specify in reasonable detail each individual item of Damages included in the Carrier Indemnified Parties amount so stated (in either casetaking into account the information then known to the Indemnitee), the “Indemnified Parties”date such item was paid or properly accrued (if applicable), or if the basis for any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such claim item is related (provided that any taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The failure to so notify shall not affect give such written notice will not, however, relieve the Indemnifying Party’s liability under this Section unless Party of its indemnification obligations, except and only to the Indemnified extent that the Indemnifying Party is materially prejudiced harmed by reason of such failure) and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:.

Indemnification Claims. 8.3.1 If Upon receipt by an Indemnifying Party ---------------------- on or before the last day of the Indemnification Period of a certificate signed by any claim contemplated by officer of the Indemnifying Party (an "Officer's Certificate"): (a) stating that the Indemnified Person has paid or accrued Indemnifiable Damages in an aggregate stated amount to which such party is entitled to indemnity pursuant to this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against Agreement, and (b) specifying in reasonable detail the Carrier Indemnified Parties (individual items of Indemnifiable Damages included in either casethe amount so stated, the “Indemnified Parties”)date each such item was paid or accrued, or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any of the Indemnified Parties, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to and the nature of the misrepresentation, breach of warranty or claim to which such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless the Indemnified Party item is materially prejudiced by such failure) and related, the Indemnifying Party shall, subject as hereinafter providedto the provisions of Section 7.5 hereof, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable deliver to the Indemnified Parties acting reasonably and no settlement or admission Person, as promptly as practicable, the amount of liability money sufficient to indemnify the Indemnified Person against such Indemnifiable Damages. Failure to promptly make an Indemnification Claim shall be made by not relieve the Indemnifying Party from the obligation to indemnify the Indemnified Person except to the extent that the Indemnifying Party suffers actual and material prejudice as a result of such failure. In the event the Indemnification Claim involves a claim brought against the Indemnified Person by a third party (a "Third Party Claim"), (a) the Indemnifying Party shall have the right to participate in, but not control, the defense of such Third Party Claim, with its counsel and at its sole cost and expense and (b) the Indemnified Person shall not settle or an Indemnified compromise such Third Party without, in each case, Claim or consent to the entry of any judgment applicable to such Third Party Claim without the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:Indemnifying Party.

Indemnification Claims. 8.3.1 If any claim contemplated by this Article 8 shall be asserted by In order for a third party against BMO PURCHASER Indemnified Parties Party or against the Carrier a Seller Indemnified Parties Party (in either case, the an “Indemnified PartiesParty”) to be entitled to any indemnification provided for under Section 8.1 or Section 8.2 in respect of, arising out of or involving a claim by a third party asserting that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Losses for which such Indemnified Party may be entitled to indemnification pursuant to this Section 8 (a “Third Party Claim”), or if any potential claim contemplated by this Article 8 shall come to such Indemnified Party must notify the actual knowledge of a Seller Indemnifying Party or any of the Indemnified PartiesPURCHASER, the Party shall notify the other Party as applicable (the “Indemnifying Party”), in writing of the Third Party Claim within thirty (30) as soon as possible as to days after receipt by such Indemnified Party of notice of the nature of such claim Third Party Claim (provided a “Claims Notice”); provided, however, that any failure to so notify give such notification shall not affect the Indemnifying Party’s liability indemnification provided under this Section unless 8.1 or Section 8.2 except to the Indemnified Party is materially prejudiced by such failure) and extent the Indemnifying Party shallhas been actually prejudiced as a result of such failure, subject as hereinafter provided, and it being understood that claims for a breach of a representation or warranty must be entitled (but not required) to assume delivered on or before the defence on behalf expiration of the Indemnified Parties of any suit brought to enforce survival period for such claim; provided that the defence representation or warranty under Section 8.4. The Claims Notice shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, set forth in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:reasonable detail

Indemnification Claims. 8.3.1 If (a) In order for an Indemnified Party to be entitled to any claim contemplated by this Article 8 shall be asserted by indemnification provided for under Section 9.2 or 9.3 in respect of, arising out of or involving a third party against BMO Third Party Claim, such Indemnified Parties or against Party must notify the Carrier Indemnified Parties (Indemnifying Party in either case, the “Indemnified Parties”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any writing of the Third Party Claim within twenty (20) Business Days after receipt by such Indemnified PartiesParty of notice of the Third Party Claim; provided, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided however, that any failure to so notify give such notification shall not affect the indemnification provided under Section 9.2 or 9.3, except to the extent the Indemnifying Party’s liability under this Section unless Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party is materially prejudiced shall deliver to the Indemnifying Party, within ten (10) 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. The Indemnifying Party alone shall conduct and control the defense of such failure) Third Party Claim and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses defense of such counsel claim at its own expense. The Indemnifying Party shall be at not, without the expense prior written consent of the Indemnified Parties unless:Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree that does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand.

Indemnification Claims. 8.3.1 If (a) In order for an Indemnified Party to be entitled to any claim contemplated by this Article 8 shall be asserted by indemnification provided for under Section 10.2 or 10.3 in respect of, arising out of or involving a third party against BMO Third Party Claim, such Indemnified Parties or against Party must notify the Carrier Indemnified Parties (Indemnifying Party in either case, the “Indemnified Parties”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party or any writing of the Third Party Claim within twenty (20) Business Days after receipt by such Indemnified PartiesParty of notice of the Third Party Claim; provided, the Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided however, that any failure to so notify give such notification shall not affect the indemnification provided under Section 10.2 or 10.3, except to the extent the Indemnifying Party’s liability under this Section unless Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party is materially prejudiced shall deliver to the Indemnifying Party, within ten (10) 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. The Indemnifying Party alone shall conduct and control the defense of such failure) Third Party Claim and the Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses defense of such counsel claim at its own expense. The Indemnifying Party shall be at not, without the expense prior written consent of the Indemnified Parties unless:Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree that does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand.

Indemnification Claims. 8.3.1 If any claim contemplated by (a) All claims for indemnification pursuant to this Article 8 Section 11 shall be asserted by made in accordance with the procedures set forth in this Section 11.5. A Person entitled to assert a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties claim for indemnification (in either case, the a “Claim”) pursuant to this Section 11 (an “Indemnified PartiesParty”) shall give the Indemnifying Party written notice of any such Claim (a “Claim Notice”), or if any potential claim contemplated by this Article 8 which notice shall come to include a description in reasonable detail of (i) the actual knowledge of a Party or any basis for, and nature of, such Claim, including the facts constituting the basis for such Claim, and (ii) the estimated amount of the Losses that have been or may be sustained by the Indemnified Parties, Party in connection with such Claim. Any Claim Notice shall be given by the Indemnified Party shall notify the other Party (the “Indemnifying Party”) as soon as possible as to the nature of such claim (provided that any failure to so notify shall not affect the Indemnifying Party’s liability under this Section unless , (A) in the case of a Claim in connection with any Legal Proceeding made or brought by any Person (other than a Buyer Indemnified Party or Seller Indemnified Party in connection with this Agreement) against such Indemnified Party (a “Third Party Claim”), promptly, but in any event not later than five (5) Business Days, following receipt of service of process of the commencement of such Legal Proceeding, and (B) in the case of a Claim other than a Third Party Claim (a “Direct Claim”), promptly, but in no event later than Buyer making a claim on the R&W policy; provided, however, that no failure to give such prompt written notice shall relieve the Indemnifying Party of any of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure) and , by the waiver of available defenses against third parties or otherwise. The Indemnifying Party shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, will cooperate in each case, the prior written consent of the Parties, such consent not good faith to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in resolve any such suit and participate in Claim. For the defence thereof but the fees and expenses purposes of such counsel shall be at the expense of the Indemnified Parties unless:this Agreement, “

Indemnification Claims. 8.3.1 If any claim contemplated by this Article 8 shall be asserted by a third party against BMO Indemnified Parties (a) Any Person seeking indemnification under Section 7.1. or against the Carrier Indemnified Parties Section 7.2. (in either caseeach, the an “Indemnified PartiesParty”)) shall assert any Claim for indemnification, or if including any potential claim contemplated Third-Party Claim, by this Article 8 shall come delivering written notice thereof (a “Claim Notice”) to the actual knowledge of a Party or any of the Indemnified Parties, the Party shall notify the other Party party from which indemnification is sought (the “Indemnifying Party”) as soon as possible as to promptly after learning of the nature of basis for such claim (Claim; provided that any the failure to so notify the party from which indemnification is sought shall not affect limit the Indemnifying Indemnified Party’s liability under this Section unless rights to indemnification hereunder except to the Indemnified extent that an Indemnifying Party is actually and materially prejudiced by such failure) . Each Claim Notice shall describe in reasonable detail the nature of the Claim specifying in reasonable detail the basis for the Claim, as well as the Damages relating thereto (which, if not determinable at such time, may be a reasonable good faith estimate thereof (such amount of Damages or such good faith estimate, as applicable, a “Claimed Amount”)), and attach copies of all material written evidence thereof that the Indemnifying Indemnified Party shall, subject as hereinafter provided, be entitled has received from any Person that is not a party hereto or an Affiliate of a Party hereto (but not requireda “Third Party”) to assume the defence on behalf date of the Indemnified Parties of any suit brought to enforce such claim; provided that the defence shall be through legal counsel acceptable to the Indemnified Parties acting reasonably and no settlement or admission of liability shall be made by the Indemnifying Party or an Indemnified Party without, in each case, the prior written consent of the Parties, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:Claim Notice.