Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. Without limiting Section 9.03(c), any Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a “Third Party Claim”) shall give written notice to the Indemnifying Party specifying the event giving rise to the Loss or potential Loss under Section 9.02. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that, subject to the time limits set out in Section 9.03(c), the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IX by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party. The procedure set forth in this Section 9.04(a) shall apply solely with respect to Third Party Claims and shall not be deemed to apply to, or otherwise affect or limit, an Indemnified Party’s rights under this Article IX with respect to any claim other than a Third Party Claim.

Notice of Third Party Claims. Without limiting Section 9.03(c), any Indemnified Party seeking indemnification for any Loss or potential Loss arising from In the event of a claim asserted Claim brought by a third party against the Indemnified Third Party (a “Third Third-Party Claim”) ), the Indemnified Party shall give written notice to the Indemnifying Party specifying the prompt and detailed notice thereof, but in any event giving rise 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 the Loss or potential Loss under Section 9.02. Written notice to permit the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential to adequately respond to any such claim; provided, however, that, subject that the failure to provide such notice or any delay in providing such notice shall not release any Indemnifying Party from any of their obligations under this ARTICLE 7 or prevent any Indemnified Party from being indemnified for any Damages except to the time limits set out extent the Indemnifying Party is materially prejudiced by such failure or delay (and then only to the extent of such prejudice). Such notice to the Indemnifying Party shall describe the Third-Party Claim in Section 9.03(c)reasonable detail and, as the case may be, shall have copy of the documentation received therewith enclosed. In addition, such notice by the Indemnified Party shall not indicate the Claimed Amount of Damages, if reasonably practicable, that have been or may be foreclosed from seeking indemnification pursuant to this Article IX sustained by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party. The procedure set forth in this Section 9.04(a) shall apply solely with respect to Third Party Claims and shall not be deemed to apply to, or otherwise affect or limit, an Indemnified Party’s rights under this Article IX with respect to any claim other than a Third Party Claim.

Notice of Third Party Claims. Without limiting Section 9.03(c), If any Indemnified Party seeking indemnification for receives notice of the assertion or commencement of any Loss Action made or potential Loss arising from brought by any Person who is not a claim asserted by party to this Agreement or an Affiliate of a third party against Party to this Agreement or a Representative of the Indemnified Party foregoing (a “Third Party Claim”) shall give written notice against such Indemnified Party with respect to which the Indemnifying Party specifying the event giving rise is obligated to the Loss or potential Loss provide indemnification under Section 9.02. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that, subject to the time limits set out in Section 9.03(c)this Agreement, the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IX by any give the Indemnifying Party reasonably prompt written notice thereof. The failure to provide give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the existence extent that the Indemnifying Party forfeits rights or defenses by reason of a such failure. Such notice by the Indemnified Party shall describe the Third Party Claim to the Indemnifying Party. The procedure set forth in this Section 9.04(a) reasonable detail, shall apply solely with respect to Third Party Claims include copies of all material written evidence thereof and shall not indicate the estimated amount, if known or reasonably practicable, of the Loss that has been or may be deemed to apply to, or otherwise affect or limit, an sustained by the Indemnified Party’s rights under this Article IX with respect to any claim other than a Third Party Claim.

Notice of Third Party Claims. Without limiting Section 9.03(c), In the event any Indemnified Party seeking indemnification for any Loss or potential Loss arising from becomes aware of a third-party claim asserted by a third party against the an Indemnified Party that such Indemnified Party reasonably believes may result in indemnification pursuant to this Article VIII (a “Third Party Claim”) ), an Indemnified Party shall give written notice notification to the Indemnifying Party specifying the event giving rise to the Loss or potential Loss under Section 9.02. Written notice to the Indemnifying Party Party, of the existence commencement of any action, suit or proceeding relating to a Third Party Claim shall be given by or, if earlier, upon the written assertion of any such Third Party Claim; provided, that no delay on the part of the Indemnified Party promptly after notice of in notifying the potential claim; providedIndemnifying Party shall relieve such Indemnifying Party from any obligation under this Article VIII, however, that, subject except to the time limits set out in Section 9.03(c), the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IX by any failure to provide extent such prompt notice of the existence of a Third Party Claim to delay materially prejudices the Indemnifying Party. The procedure set forth Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Third Party Claim and the amount of the Damages claimed. For purposes of this Section 9.04(a8.5, the Representative shall act on behalf of the Company Indemnifying Parties and Company Indemnified Parties and (among other things) shall apply solely with respect to Third Party Claims give and shall not be deemed to apply to, or otherwise affect or limit, an Indemnified Party’s rights receive all notices under this Article IX with respect to any claim other than a Third Party ClaimSection 8.5.

Notice of Third Party Claims. Without limiting Section 9.03(c)All claims for indemnification made under this Agreement resulting from, any related to or arising out of a Third Party Claim against an Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against shall be made in accordance with the procedures set forth in this Section 9.9. An Indemnified Party (a “Third Party Claim”) shall give written notice to the Indemnifying Party specifying the event giving rise to the Loss or potential Loss under Section 9.02. Written notice (a “Claim Notice”) to the Indemnifying Party of the existence of a any Third Party Claim giving rise to a claim for indemnification against the Indemnifying Party within thirty (30) days after the Indemnified Party receives written notice of the assertion of such Third Party Claim; provided, that the failure to notify or delay in notifying the Indemnifying Party shall be given not relieve the Indemnifying Party of any of its obligations under this Agreement, except in the event (and only to the extent) the Indemnifying Party and the defense of such claim are actually and materially prejudiced as a result thereof. Such Claim Notice shall include a description in reasonable detail (to the extent known by the Indemnified Party promptly after notice Party) of the potential claim; provided, however, that, subject to facts constituting the time limits set out in Section 9.03(c), the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to this Article IX by any failure to provide basis for such prompt notice of the existence of a Third Party Claim to and the Indemnifying Party. The procedure set forth in this Section 9.04(a) shall apply solely with respect to Third Party Claims and shall not be deemed to apply to, or otherwise affect or limit, an Indemnified Party’s rights under this Article IX with respect to any claim other than a Third Party Claimamount of the Damages determinable at such time.

Notice of Third Party Claims. Without limiting Section 9.03(c), If any Indemnified Party seeking indemnification for receives notice of the assertion or commencement of any Loss Action made or potential Loss arising from brought by any Person who is not a claim asserted by party to this Agreement or an Affiliate of a third party against Party to this Agreement or a Representative of the Indemnified Party foregoing (a “Third Party Claim”) shall give written notice against such Indemnified Party with respect to which the Indemnifying Party specifying the event giving rise is obligated to the Loss or potential Loss provide indemnification under Section 9.02. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that, subject to the time limits set out in Section 9.03(c)this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not be foreclosed from seeking indemnification pursuant to this Article IX by any later than sixty (60) days after receipt of such notice of such Third Party Claim. The failure to provide give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the existence extent that the Indemnifying Party forfeits rights or defenses by reason of a such failure. Such notice by the Indemnified Party shall describe the Third Party Claim to the Indemnifying Party. The procedure set forth in this Section 9.04(a) reasonable detail, shall apply solely with respect to Third Party Claims include copies of all material written evidence thereof and shall not indicate the estimated amount, if known or reasonably practicable, of the Loss that has been or may be deemed to apply to, or otherwise affect or limit, an sustained by the Indemnified Party’s rights under this Article IX with respect to any claim other than a Third Party Claim.

Notice of Third Party Claims. Without limiting Section 9.03(c), any Indemnified Party seeking indemnification for any Loss or potential Loss arising from In the event of a claim asserted Claim brought by a third party against the Indemnified Third Party (a “Third Third-Party Claim”) shall give written notice to the Indemnifying Party specifying the event giving rise to the Loss or potential Loss under Section 9.02. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that, subject to the time limits set out in Section 9.03(c), the Indemnified Party shall not be foreclosed from seeking indemnification pursuant give to this Article IX by the Indemnifying Party prompt and detailed notice thereof, but in any event no later than ten (10) Business Days after receipt of such notice of such Third-Party Claim, or no later than three (3) Business Days after receipt of such notice of such Third Party Claim if the legal period for furnishing a response to such Third Party Claim is fifteen natural days or less; provided, however, that the failure to provide such prompt notice or any delay in providing such notice shall not release any Indemnifying Party from any of its obligations under this ARTICLE 7 or prevent any Indemnified Party from being indemnified for any Damages except to the existence extent the Indemnifying Party is materially prejudiced and forfeits rights or defenses by reason of a Third Party Claim such failure or delay (and then only to the extent of such prejudice). Such notice to the Indemnifying PartyParty shall describe the Third-Party Claim in reasonable detail and, as the case may be, shall enclosed a copy of the documentation received therewith. The procedure set forth in this Section 9.04(a) In addition, such notice by the Indemnified Party shall apply solely with respect to Third Party Claims and shall not indicate the Claimed Amount, if reasonably practicable, that have been or may be deemed to apply to, or otherwise affect or limit, an sustained by the Indemnified Party’s rights under this Article IX with respect to any claim other than a Third Party Claim.