Common use of Notice of Third Party Claims Clause in Contracts

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 a claim or demand is made against an Indemnified Party Indemnitee by any Person who is not a member of the ESI Automotive Group or ADA-ES the Packaging Group (a "Third Party ClaimTHIRD PARTY CLAIM") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 30 business days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; , provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). The Indemnifying Party shall have 30 days from personal delivery or mailing of such written notice to notify the Indemnitee (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnitee with respect to such claim or demand and (ii) whether or not it assumes the defense of such claim or demand. Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) 15 business days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If a claim or demand is made against an Indemnified Party Indemnitee by any Person who is not a member of the ESI Energy Group, Industrial Group or ADA-ES Shipbuilding Group (a "Third Party ClaimTHIRD PARTY CLAIM") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) 15 business days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) 15 business days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.. (b)

Notice of Third Party Claims. If Any party entitled to and seeking indemnification pursuant to this Article XI for any Loss or potential Loss (an "Indemnified Party") arising from a claim or demand is made asserted by a third party against an the Indemnified Party by any Person who is not a member of the ESI Group or ADA-ES Group (a "Third Party Claim") as shall give written notice to which such the party required to indemnify the Indemnified Party is entitled to indemnification pursuant to this AgreementArticle XI (the "Indemnifying Party") specifying in detail the source of the Loss or potential Loss under Section 11.2 or 11.3, such Indemnified Party shall notify as the case may be. Written notice to the Indemnifying Party in writing, and in reasonable detail, of the existence of a Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt shall be given by such the Indemnified Party of written promptly after notice of the Third Party Claimpotential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article XI by any failure to give provide such notification shall not affect prompt notice of the Indemnified Party's right existence of a Third Party Claim to indemnification hereunder except to the extent the Indemnifying Party shall have unless the Indemnifying Party has been actually damaged or prejudiced as a result of such failure (except that delay. In the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereaftercase of a Tax Claim, the Indemnified Party procedures set forth in Section 13.2 shall deliver to apply in lieu of the Indemnifying Party, promptly (and procedures set forth 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 Claimthis Section 11.4.

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 GP Group or ADA-ES NPDC 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) 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) 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 a claim or demand is made ---------------------------- against an Indemnified Party Indemnitee by any Person person who is not a member party hereto or a Subsidiary of the ESI Group or ADA-ES Group a party hereto (a "Third Party Claim") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee 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 Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) five business days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If a claim or demand is made against an Indemnified Party Indemnitee by any Person person who is not a member party hereto or a Subsidiary of the ESI Group or ADA-ES Group a party hereto (a "Third Party Claim") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee 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 Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) five business days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnified Party by any Person who is not a member of against the ESI Group or ADA-ES Group Indemnified Party (a "“Third Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement”), such Indemnified Party shall must notify the indemnifying party (the “Indemnifying Party Party”) in writing, writing (and in reasonable detail, ) of the Third Party Claim promptly (and in any event within fifteen (15) business days) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure . Failure to give provide such notification notice shall not affect act as a waiver of the Indemnified Party's right ’s rights with respect to indemnification hereunder except (i) so long as such notice is delivered in accordance with Section 11.4 prior to the expiration of the applicable survival period for such claim specified in Section 11.1 or (ii) unless, and to the extent that, such failure prejudices the Indemnifying Party shall have been actually prejudiced as a result Party’s ability to defend against, reduce or eliminate Losses arising out of such failure (except that the Indemnifying Third Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice)Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly within five (and in any event within fifteen (155) business days) Business Days after the Indemnified Party's ’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 a claim or demand is made against an Any Indemnified Party seeking indemnification for any Indemnifiable Loss or potential Indemnifiable Loss arising from an Action by any a third Person who is not a member of the ESI Group or ADA-ES Group against such Indemnified Party (a "“Third Party Claim"”) as shall give written notice to which such Indemnified Party is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall notify the relevant Indemnifying Party thereof specifying in writing, and in reasonable detail, detail the nature of the such Third Party Claim and the amount of related Indemnifiable Losses. Written notice to the relevant Indemnifying Party of a Third Party Claim shall be given by the Indemnified Party reasonably promptly (and in any event within fifteen (15) business days) after receipt by notice to such Indemnified Party of written notice of the Third Party Claimpotential claim; provided, however, that the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article VI by any failure to give provide such notification reasonably prompt notice of the existence of a Third Party Claim to the Indemnifying Party and such failure shall not affect relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party's right to indemnification hereunder , except to the extent the that such Indemnifying Party shall have has been actually materially damaged or 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 Claimdelay.

Notice of Third Party Claims. If any third party shall notify any Indemnitee with respect to any matter which may give rise to a claim or demand is made Claim for indemnification against an Indemnified Indemnifying Party by any Person who is not a member of the ESI Group or ADA-ES Group under this Agreement (such Claim, a "Third Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement), such Indemnified Party Indemnitee 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 daysBusiness Days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; provided, however, provided that failure to give such notification shall not affect the Indemnified PartyIndemnitee's right to indemnification hereunder except to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure (except provided that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) business daysBusiness Days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If any third party notifies any Party of any matter that may give rise to a claim or demand is made against an Indemnified by such Party by any Person who is not a member of the ESI Group or ADA-ES Group for indemnification pursuant to Section 9.2 above (a "“Third Party Claim"”), such Party (an “Indemnified Party”) as to which must give the Party from whom indemnification is sought (an “Indemnifying Party”) written notice of such Indemnified Party is entitled to Party’s claim for indemnification pursuant to this Agreement, such Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party (an “Indemnification Claim Notice”) promptly (and in any event within fifteen ten (1510) business days) Business Days after receipt by such Indemnified Party of written notice of such claim) after the Indemnified Party receives written notice of such Third Party ClaimClaim (it being understood that any Indemnification Claim Notice pursuant to Section 9.2(a)(ii) above must be made by notice given within the applicable survival period specified in Section 9.1 above whether or not the Indemnifying Party is prejudiced by any failure to give an Indemnification Claim Notice relating thereto); provided, however, that the failure of any Indemnified Party to give notice within such notification shall 10 Business Day period will not affect the Indemnified Party's right any rights 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 demonstrates actual damage caused by such failure. Such notice must contain a reasonably detailed description of the period in which claim and the Indemnified Party failed to give such notice). Thereafternature and amount, the Indemnified Party shall deliver to the Indemnifying Partyextent reasonably ascertainable, 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 Claimsuch Losses.

Notice of Third Party Claims. If a claim or demand is made against an Indemnified Party Indemnitee by any Person who is not a member of the ESI Domestic Group or ADA-ES International Group (a "Third Party Claim") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee 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 days15 Business Days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) business days15 Business Days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If a claim or demand is ---------------------------- made against an Indemnified Party Indemnitee by any Person person who is not a member party hereto or a Subsidiary of the ESI Group or ADA-ES Group a party hereto (a "Third Party Claim") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee 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 Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) five business days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If any third party shall notify any Indemnitee with respect to any matter which may give rise to a claim or demand is made Claim for indemnification against an Indemnified Indemnifying Party by any Person who is not a member of the ESI Group or ADA-ES Group under this Agreement (such Claim, a "Third Party ClaimTHIRD PARTY CLAIM") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement), such Indemnified Party Indemnitee 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 days15 Business Days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; providedPROVIDED, howeverHOWEVER, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) business days15 Business Days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If In the event of a claim or demand is made against an Indemnified Claim brought by a Third Party by any Person who is not a member of the ESI Group or ADA-ES Group (a "Third “Third-Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement”), such the Indemnified Party shall notify give to the Indemnifying Party prompt and detailed notice thereof, but in writingany event no later than ten (10) Business Days after receipt of such notice of such Third-Party Claim or within such shorter period of time as may reasonably be required to permit the Indemnifying Party to adequately respond to any such Claim (but in such a case, and in reasonable detail, no event later than prior to the expiration of half the term available to reply to 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 Claimshorter period); provided, however, that the failure to give provide such notification notice or any delay in providing such notice shall not affect the release any Indemnifying Party from any of its obligations under this ARTICLE 7 or prevent any Indemnified Party's right to indemnification hereunder Party from being indemnified for any Damages except to the extent the Indemnifying Party shall have been actually is materially prejudiced as a result by such failure or delay (and then only to the extent of such failure (except that prejudice). Such notice to the Indemnifying Party shall not be liable for describe the Third-Party Claim in reasonable detail and, as the case may be, shall enclosed a copy of the documentation received therewith and any expenses incurred during the period in which other information or documentation available to the Indemnified Party failed (including, in the case of the Purchasers, any such available 57 information or documentation to give the Company or Subsidiaries) relevant to the notified Claim. In addition, such notice). Thereafter, notice by the Indemnified Party shall deliver to indicate the Indemnifying PartyClaimed Amount, promptly (and in any event within fifteen (15) business days) after if reasonably practicable, that have been or may be sustained by 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 a claim or demand is made against an Indemnified Party Indemnitee by any Person who is not a member of the ESI Automotive Group or ADA-ES the Packaging Group (a "Third Party ClaimTHIRD PARTY CLAIM") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee shall notify the Indemnifying Party in writing, and in reasonable 33 39 detail, of the Third Party Claim promptly (and in any event within fifteen (15) 30 business days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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 Indemnitee failed to give such notice). The Indemnifying Party shall have 30 days from personal delivery or mailing of such written notice to notify the Indemnitee (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnitee with respect to such claim or demand and (ii) whether or not it assumes the defense of such claim or demand. Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) 15 business days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.

Notice of Third Party Claims. If a claim or demand is made against a Person entitled to indemnification under SECTION 9.1 or 9.2 hereof (an Indemnified Party "INDEMNITEE") by any Person who is not a member of the ESI Group or ADA-ES Group third party (a "Third Party ClaimTHIRD PARTY CLAIM") as to which such Indemnified Party Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party Indemnitee shall notify the Indemnifying Party party with such indemnification obligation (the "INDEMNIFYING PARTY") in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days30 Business Days) after receipt by such Indemnified Party Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified PartyIndemnitee'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)failure. Thereafter, the Indemnified Party Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) business days30 Business Days) after the Indemnified PartyIndemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third Party Claim.