Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any Seller Party or any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) shall give written notice to the other Person(s) (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim.

Matters Involving Third Parties. (a) If any Seller Party Selling Shareholder or any Purchaser Buyer Party seeks indemnification under this Section 12.46.4, such Person (the “Indemnified Party”) shall give written notice to the other Person(s) Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 6.4 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim.

Matters Involving Third Parties. (ai) If any Seller Party or third party shall notify any Purchaser Party seeks indemnification under this Section 12.4, such Person party (the “"Indemnified Party”") shall give written notice with respect to the other Person(s) (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 matter (a “"Third Party Claim”)") which may give rise to a claim for indemnification against any other party (the "Indemnifying Party") under this Article V, the Indemnified Party shall promptly promptly, and in any event within ten (10) business days after receiving notice of the Third Party Claim, notify each Indemnifying Party thereof in writing (including with such writing all complaints and other documents related to such matter). The omission so to notify the Indemnifying Party will not relieve it from any liability it may have hereunder unless the Indemnifying Party has been materially prejudiced thereby or such failure causes the amount of Loss for which the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as Indemnifying Party is liable to be greater than they otherwise provided in this Article XII, no delay on the part of would have been had the Indemnified Party given timely notice hereunder, but in notifying any Indemnifying Party such event liability shall relieve only extend to the Indemnifying Party from any Liability or Losses hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend extent of such claimgreater Loss.

Matters Involving Third Parties. (a) If any Seller Party Equityholder or any Purchaser Buyer Party seeks indemnification under this Section 12.47.2 or Section 7.3, as applicable, such Person (the “"Indemnified Party”") shall will give written notice to the other Person(s) Person (the “"Indemnifying Party”)") specifying in reasonable detail the basis for the claim. In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 7.2 or Section 7.3, as applicable (a “"Third Party Claim”"), the Indemnified Party shall will promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any Liability or Losses Adverse Consequences hereunder unless unless, and only to the extent, the delay in notice has a material adverse effect on materially prejudices the Indemnifying Party’s 's ability to successfully defend such claim; provided further that in the event of a conflict between this Section 7.4 and Section 6.6(h), the provisions of Section 6.6(h) shall control.

Matters Involving Third Parties. (a) If any Seller Third Party or shall notify any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) shall give written notice with respect to the other Person(s) (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 matter (a “Third Party Claim”)) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article IX, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the same in writing, specifying in detail extent that (and only to the basis of extent that) such Liability and failure shall have caused the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on damages for which the part of Indemnifying Party is obligated to be greater than such damages would have been had the Indemnified Party in notifying any Indemnifying Party shall relieve given the Indemnifying Party from any Liability or Losses hereunder unless the delay in prompt notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claimhereunder.

Matters Involving Third Parties. (a) If any Seller Company Party or any Purchaser Buyer Party seeks indemnification under this Section 12.46.4, such Person (the “Indemnified Party”) shall give written notice to the other Person(s) Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 6.4 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses Adverse Consequences hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim.

Matters Involving Third Parties. (a) If any Seller third party shall notify any Party or any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) shall give written notice with respect to the other Person(s) (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 matter (a “Third Party Claim”) which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall promptly notify the each Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses obligation hereunder unless the delay Indemnifying Party thereby is prejudiced (and then solely to the extent of such prejudice). Such notice by the Indemnified Party shall describe the Third Party Claim in notice reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Adverse Consequence that has a material adverse effect on been or may be sustained by the Indemnifying Indemnified Party’s ability to successfully defend such claim.

Matters Involving Third Parties. (ai) If any Seller Party or any Purchaser Party member of Buyer Group seeks indemnification under this Section 12.48, such Person (( the “"Indemnified Party”") shall give written notice to the other Person(s) Person (the “"Indemnifying Party”)") specifying in reasonable detail the basis for the claim. In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant Pursuant to this Section 12.4 8 (a “"Third Party Claim”"), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claimAdverse Consequences hereunder.

Matters Involving Third Parties. (a) If any Seller Party or any Purchaser Buyer Party seeks indemnification under this Section 12.4Article 6, such Person (the “Indemnified Party”) shall give written notice to the other Person(s) Person (the “Indemnifying Party”). In that regard, if any Liability Loss shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 Article 6 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in reasonable detail the basis of such Liability Loss and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses its obligations hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim or materially increases the amount of Losses with respect to such claim.

Matters Involving Third Parties. (a) If any Seller Party or any Purchaser Buyer Party seeks indemnification under this Section 12.4Article 6, such Person (the “Indemnified Party”) shall give written notice to the other Person(s) Person (the “Indemnifying Party”). In that regard, if any Liability Loss shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 Article 6 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability Loss and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses its obligations hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim or materially increases the amount of Losses with respect to such claim.

Matters Involving Third Parties. (a) If any Seller Company Party or any Purchaser Buyer Party seeks indemnification under this Section 12.49.4, such Person (the “"Indemnified Party”") shall give written notice to the other Person(s) Person (the “"Indemnifying Party”"). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 9.4 (a “"Third Party Claim”"), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII9, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses Adverse Consequences hereunder unless the delay in notice has a material adverse effect Material Adverse Effect on the Indemnifying Party’s 's ability to successfully defend such claim.

Matters Involving Third Parties. (a) If any Seller third party shall notify any Party or any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) shall give written notice with respect to the other Person(s) (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 matter (a “Third Party Claim”) which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article IX, then the Indemnified Party shall promptly notify the each Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses obligation hereunder unless the delay Indemnifying Party thereby is prejudiced (and then solely to the extent of such prejudice) by such failure to provide timely notice. Such notice by the Indemnified Party shall describe the Third Party Claim in notice reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has a material adverse effect on been or may be sustained by the Indemnifying Indemnified Party’s ability to successfully defend such claim.