Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted or sought to be collected by a third-party (“Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim (“Claim Notice”); provided, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IX. The Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnified Party shall enclose with the Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Parties.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim (“Claim Notice”); provided, however, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXVIII. The Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnified Party shall enclose with the Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Parties.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party Indemnitor may be liable to an Indemnified Party Indemnitee hereunder is asserted or sought to be collected by a third-third party (a “Third Party Claim”), the Indemnified Party Indemnitee shall promptly as soon as practicable notify the Indemnifying Party Indemnitor in writing of such Third Party Claim (a “Claim NoticeNotice of Claim”); provided. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except and only to the extent such Indemnifying Party is materially prejudiced by that such failure and shall not relieve or delay causes actual harm to the Indemnitor with respect to such Indemnifying Third Party from obligations it may otherwise have under this Article IXClaim. The Notice of Claim Notice shall specify in reasonable detail the amount or the estimated amount of such Losses to the extent then ascertainable (which estimate shall not be conclusive of the Lossfinal amount of such Third Party Claim), if knownthe basis for any anticipated liability and the nature of the misrepresentation, and contain a reference to breach of warranty, breach of covenant or agreement set forth herein (including the provision(s) applicable Sections of this Agreement in with respect of thereto), or other claim to which such right of indemnification is claimed or arisesLosses are related. The Indemnified Party Indemnitee shall enclose with the Notice of Claim Notice a copy of all material papers served on the Indemnitee with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Parties.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party Indemnitor may be liable to an Indemnified Party Indemnitee hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party Indemnitee shall promptly as soon as practicable notify the Indemnifying Party Indemnitor in writing of such Third Party Claim (“Claim NoticeNotice of Claim”); provided, however, that a failure by an Indemnitee to provide notice as soon as practicable shall not affect the rights or obligations of such Indemnitee other than if the Indemnitor shall have been actually prejudiced as a result of such failure. The Notice of Claim shall (a) state that the failure Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except indemnification pursuant to the extent such Indemnifying Party is materially prejudiced by such failure this Agreement, and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IX. The Claim Notice shall (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the Lossmisrepresentation, if knownbreach of warranty, breach of covenant or claim to which each such item is related and contain a reference the computation of the amount to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arisesIndemnitee claims to be entitled hereunder. The Indemnified Party Indemnitee shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Parties.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an a Company Indemnifying Party may be liable to an Indemnified Party a Buyer Indemnitee hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party Buyer Indemnitee shall promptly notify as soon as practicable deliver to the Indemnifying Party in writing Shareholders’ Representative and Escrow Agent a Notice of Claim with respect to such Third Party Claim (“Claim Notice”); provided, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXClaim. The Notice of Claim Notice shall (i) specify in reasonable detail the amount basis for such claim and (ii) to the extent known by the Buyer Indemnitee, set forth a reasonable estimate of the Loss, if known, and contain a reference amount to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arisesBuyer Indemnitee claims to be entitled hereunder. The Indemnified Party Buyer Indemnitee shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes Notwithstanding the foregoing, no delay or deficiency on the part of a Buyer Indemnitee in so notifying the Shareholders’ Representative will limit any Buyer Indemnitee’s right to indemnification under this Article IX, X (except to the Sellers’ Representative shall be considered extent such failure materially prejudices the “Indemnifying Party” for purposes defense of receiving any notices related to claims for indemnification by Buyer Indemnified Partiessuch proceeding).

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an a Company Indemnifying Party may be liable to an Indemnified Party a Buyer Indemnitee hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party Buyer Indemnitee shall promptly notify as soon as practicable deliver to the Indemnifying Party in writing Shareholders’ Representative and the Escrow Agent a Notice of Claim with respect to such Third Party Claim (“Claim Notice”); provided, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXClaim. The Notice of Claim Notice shall (i) specify in reasonable detail the amount basis for such claim and (ii) to the extent known by the Buyer Indemnitee, set forth a reasonable estimate of the Loss, if known, and contain a reference amount to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arisesBuyer Indemnitee claims to be entitled hereunder. The Indemnified Party Buyer Indemnitee shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other material documents evidencing such Third Party Claim. For all purposes Notwithstanding the foregoing, no delay or deficiency on the part of a Buyer Indemnitee in so notifying the Shareholders’ Representative will limit any Buyer Indemnitee’s right to indemnification under this Article IX, X (except to the Sellers’ Representative shall extent (i) such failure materially prejudices the defense of such proceeding or (ii) the survival period by which notice of such Third Party Claim must be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Partiesprovided has already expired as set forth in 10.1 above).

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party shall promptly as soon as practicable notify the Indemnifying Party in writing of such Third Party Claim (“Claim NoticeNotice of Claim”); provided, . The Notice of Claim shall (i) state that the failure to provide prompt notice shall not release the Indemnifying Indemnified Party from any obligations hereunder except to the extent has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnifying Indemnified Party is materially prejudiced by such failure entitled to indemnification pursuant to this Agreement, and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IX. The Claim Notice shall (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the Loss, if known, indemnified claim to which each such item is related and contain a reference the computation of the amount to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arisesIndemnified Party claims to be entitled hereunder. The Indemnified Party shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Parties.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, for which an Indemnifying Party Indemnitor may be liable to an Indemnified Party Indemnitee hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party Indemnitor in writing of such Third Party Claim (“Claim NoticeNotice of Claim”); provided, however, that the a failure by an Indemnitee to provide prompt notice promptly shall not release affect the Indemnifying Party from any rights or obligations hereunder except of such Indemnitee unless and to the extent that the Indemnitor shall have been actually prejudiced as a result of such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXfailure. The Notice of Claim Notice shall specify in reasonable detail each individual Third Party Claim, the date such Third Party Claim was made, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or agreement or claim to which each such Third Party Claim is related and the computation of the amount of the Loss(in each case, if known, and contain a reference to the provision(sextent known and reasonably quantifiable) of this Agreement in respect of to which such right of indemnification is claimed or arisesIndemnitee claims to be entitled hereunder. The Indemnified Party Indemnitee shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be considered the “Indemnifying Party” for purposes of receiving any notices related to claims for indemnification by Buyer Indemnified Parties.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party Indemnitor may be liable to an Indemnified Party Indemnitee hereunder is asserted or sought to be collected by a third-third party (“Third Party Claim”), the Indemnified Party Indemnitee shall promptly as soon as practicable notify the Indemnifying Party Indemnitor in writing of such Third Party Claim (“Claim NoticeNotice of Claim”); provided, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IX. The Notice of Claim Notice shall (i) specify in reasonable detail the amount basis for such claim and (ii) to the extent known by the Indemnitee, set forth a reasonable estimate of the Loss, if known, and contain a reference amount to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arisesIndemnitee claims to be entitled hereunder. The Indemnified Party Indemnitee shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes Notwithstanding the foregoing, no delay or deficiency on the part of an Indemnitee in so notifying the Indemnitor will limit any Indemnitee’s right to indemnification under this Article IX, XI (except to the Sellers’ Representative shall be considered extent such failure materially prejudices the “Indemnifying Party” for purposes defense of receiving any notices related to claims for indemnification by Buyer Indemnified Partiessuch proceeding).

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party may be liable to an Indemnified Party Indemnitee hereunder is asserted or sought to be collected by a third-third party (a “Third Party Claim”), the Indemnified Party Indemnitee shall promptly notify as soon as practicable deliver to the Indemnifying Party in writing a notice (“Notice of Claim”) with respect to such Third Party Claim (“Claim Notice”); provided, that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IXClaim. The Notice of Claim Notice shall (i) specify in reasonable detail the amount basis for such claim and (ii) to the extent known by the Indemnitee, set forth a reasonable estimate of the Loss, if known, and contain a reference amount to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arisesIndemnitee claims to be entitled hereunder. The Indemnified Party Indemnitee shall enclose with the Notice of Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes Notwithstanding the foregoing, no delay or deficiency on the part of an Indemnitee in so notifying the Indemnifying Party will limit any Indemnitee’s right to indemnification under this Article IX, XI (except to the Sellers’ Representative shall be considered extent such failure materially prejudices the “Indemnifying Party” for purposes defense of receiving any notices related to claims for indemnification by Buyer Indemnified Partiessuch proceeding).