Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. If the Party entitled to indemnification under this Article 14 (the “Indemnified Parties”) receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that the Indemnifying Parties may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Parties shall promptly give the Indemnifying Parties written notice (an “Indemnification Notice”) thereof which sets forth in reasonable detail such information with respect to such suit, action, plan, claim, proceeding, or investigation as the Indemnified Parties shall then have, but the failure to give an Indemnification Notice to the Indemnifying Parties shall not relieve the Indemnifying Parties of any liability that it may have to the Indemnified Parties except to the extent that the Indemnifying Parties shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought.

Indemnification Notice. If the Party entitled to indemnification under this Article 14 16 (the “Indemnified PartiesParty”) receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties Party in such instance (the “Indemnifying PartiesParty”) and believes in good faith that the Indemnifying Parties Party may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Parties Party shall promptly give the Indemnifying Parties Party written notice (an “Indemnification Notice”) thereof which sets forth in reasonable detail such information with respect to such suit, action, plan, claim, proceeding, or investigation as the Indemnified Parties Party shall then have, but the failure to give an Indemnification Notice to the Indemnifying Parties Party shall not relieve the Indemnifying Parties Party of any liability aliability that it may have to the Indemnified Parties Party except to the extent that the Indemnifying Parties Party shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought.

Indemnification Notice. If A party (the Party entitled "Indemnitee") that intends to claim indemnification under this Article 14 Section 7 shall promptly notify the other party (the “Indemnified Parties”"Indemnitor") receives notice in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to the parties. The indemnity provided herein shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. Failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any suit, such action, claim, proceeding or investigation brought by any Person other than the party or parties obligated if prejudicial to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that the Indemnifying Parties may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Parties shall promptly give the Indemnifying Parties written notice (an “Indemnification Notice”) thereof which sets forth in reasonable detail such information with respect to such suit, action, plan, claim, proceeding, or investigation as the Indemnified Parties shall then have, but the failure to give an Indemnification Notice to the Indemnifying Parties shall not relieve the Indemnifying Parties of any liability that it may have to the Indemnified Parties except to the extent that the Indemnifying Parties shall have been materially prejudiced in its ability to defend the suit, such action, claimshall relieve the Indemnitor of any liability to the Indemnitee under this Section 7. At the Indemnitor's request, proceeding the Indemnitee under this Section 7, and its employees and agents, shall fully cooperate with the Indemnitor and its legal representatives in the investigation of any action, claim or investigation for which such liability covered by this indemnification is soughtand provide full information with respect thereto.

Indemnification Notice. If Promptly upon obtaining knowledge of any claim, event, facts or demand which gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder (including in the Party entitled case of a claim pursuant to Section 12.01(a) any claim which is not payable due to the limitations set forth in Section 12.02(b) hereof), any party seeking indemnification under this Article 14 (the “Indemnified Parties”) receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that the Indemnifying Parties may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Parties shall promptly give the Indemnifying Parties written notice XII (an “Indemnification NoticeIndemnified Party”) thereof shall give written notice of such claim or demand (“Notice of Claim”) to the party from which sets indemnification is sought (an “Indemnifying Party”), setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail detail, such information as it may have with respect to such suitindemnification claim (including copies of any summons, action, plan, complaint or other pleading which may have been served on it and any written claim, proceedingdemand, invoice, billing or investigation as other document evidencing or asserting the same). No failure or delay by the Indemnified Parties Party in the performance of the foregoing shall then have, but reduce or otherwise affect the failure to give an Indemnification Notice to the Indemnifying Parties shall not relieve the Indemnifying Parties obligation of any liability that it may have Indemnifying Party to indemnify and hold the Indemnified Parties Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Parties shall have been materially prejudiced in its Party’s ability to defend the suitagainst, actionsettle or satisfy any loss, claim, proceeding damage or investigation expense for which such the Indemnified Party is entitled to indemnification is soughthereunder.

Indemnification Notice. If Promptly upon obtaining knowledge of any claim, event, facts or demand which gives rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder (including in the Party entitled case of a claim pursuant to Section 12.01 or 12.02 any claim which is not payable due to the limitations set forth in Section 12.03(b) hereof), any party seeking indemnification under this Article 14 (the “Indemnified Parties”) receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that the Indemnifying Parties may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Parties shall promptly give the Indemnifying Parties written notice XII (an “Indemnification NoticeIndemnified Party”) thereof shall give written notice of such claim or demand (“Notice of Claim”) to the party from which sets indemnification is sought (an “Indemnifying Party”), setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail detail, such information as it may have with respect to such suitindemnification claim (including copies of any summons, action, plan, complaint or other pleading which may have been served on it and any written claim, proceedingdemand, invoice, billing or investigation as other document evidencing or asserting the same). No failure or delay by the Indemnified Parties Party in the performance of the foregoing shall then have, but reduce or otherwise affect the failure to give an Indemnification Notice to the Indemnifying Parties shall not relieve the Indemnifying Parties obligation of any liability that it may have Indemnifying Party to indemnify, defend and hold the Indemnified Parties Party harmless, except to the extent that such failure or delay shall have adversely affected the Indemnifying Parties shall have been materially prejudiced in its Party’s ability to defend the suitagainst, actionsettle or satisfy any loss, claim, proceeding damage or investigation expense for which such the Indemnified Party is entitled to indemnification is soughthereunder.

Indemnification Notice. If the a) Any Indemnified Party entitled to seeking indemnification under this Article 14 (Agreement shall give the “Indemnified Parties”) receives Shareholders’ Representative notice of any claim or the commencement matter that such Indemnified Party has determined has given rise to a right of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that the Indemnifying Parties may be obligated to provide indemnification pursuant to under this Agreement, prior to the expiration of the applicable representations and warranties as set forth in Section 9.01. Such Indemnification Notice shall specify (i) the specific provisions of this Agreement in respect of which such right of indemnification is claimed or arises (ii) the amount of Damages being claimed by the Indemnified Parties shall promptly give Party, if known, and method of computation thereof, and (iii) the Indemnifying Parties written notice facts and circumstances supporting such claim (an “Indemnification Notice”) thereof which sets forth ). The Shareholders’ Representative may object in reasonable detail such information with respect a written statement to such suit, action, plan, claim, proceeding, or investigation as the claim made by the Indemnified Parties shall then have, but Party in an Indemnification Notice by delivering a notice of such objection to the failure Indemnified Party prior to give an the expiration of the thirtieth (30th) day after delivery of the Indemnification Notice to the Indemnifying Parties Shareholders’ Representative (an “Objection Notice”). If the Shareholders’ Representative does not object in writing within such 30-day period, such failure to so object shall not relieve be an irrevocable acknowledgment by the Indemnifying Parties of any liability Shareholders’ Representative that it may have the Indemnified Party is entitled to the Indemnified Parties except to the extent that the Indemnifying Parties shall have been materially prejudiced full amount of Damages set forth in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is soughtIndemnification Notice.