Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article VIII, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such claim. The Indemnitor shall then have thirty (30) days to advise the Indemnitee whether the Indemnitor accepts the defense of such claim and Indemnitor shall have no obligation to Indemnitee for legal fees incurred by Indemnitee before or after the date of any assumption of the defense by Indemnitor. The Indemnitor shall in no way be liable to the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee for a defense within thirty (30) days of the claim being presented in writing to the Indemnitee by the party making the claim.
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under this Section, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim (the "Claims Notice"). The Claims Notice shall describe the asserted liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnified Party. Failure by the Indemnified Party to give a Claims Notice to the Indemnitor in accordance with the provisions of this Section 8.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor has been actually prejudiced by such failure.
Notice to the Indemnitor. Within a reasonable period after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under this Agreement, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim in a timely manner and, with respect to claims by third parties, advise the Indemnitor whether the Indemnified Party intends to contest same; provided, however, that an Indemnified Party's failure to give timely notice to an Indemnitor shall not constitute a defense (in whole or in part) to any claim for indemnification by such Indemnified Party unless, and only to the extent that, such failure results in prejudice to the Indemnitor.
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party ("Indemnitor") under this Article IX, an indemnified party ("Indemnitee") shall notify the Indemnitor in writing of such claim, and with respect to claims by third parties, advise the Indemnitor whether the Indemnitee intends to contest same.
Notice to the Indemnitor. (a) In order for a person ("Indemnitee") to be entitled to any indemnification provided for under Section 7.02 or 7.03 in respect of, arising out of or involving a claim made by any person against the Indemnitee, the Indemnitee shall notify the indemnifying party (the "Indemnitor") in writing of such claim promptly following such Indemnitee's receipt of notice of such third party claim; provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been prejudiced as a result of such failure (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Promptly upon receipt of such notice, but in any event no later than thirty (30) days after such receipt, the Indemnitor shall advise the Indemnitee whether the Indemnitor chooses to assume the defense of such claim with counsel selected by the Indemnitor; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnitor so elect to assume the defense of such a claim, the Indemnitor shall not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitor shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to give notice of the claim as provided above). Notwithstanding the foregoing, the Indemnitor shall not be entitled to assume the defense of any third party claim (and shall be liable for the reasonable fees and expenses of counsel (with selection of counsel to be approved by the Indemnitor which approval shall not be unreasonably withheld) incurred by the Indemnitee in defending such third party claim) if (i) such third party claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (ii) such third party claim is not reasonably separable from a claim for money damages and (iii) Indemnitee elects to assume and is assuming the defense of such third party claim; provided that, if after the initial claim is brought, the claim for an order, injunction, other equitable relief or relief other than money damages is dismissed and the only claim that remains is for money damages, Indemnitor shall ...
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under this Section, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim and shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action and the basis on which indemnification is sought pursuant to this Agreement.
Notice to the Indemnitor. Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under Section 10.2, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim (other than any claims with respect to Section 10.2(ii) of which the Seller is already aware) and shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action and the basis on which indemnification is sought pursuant to this Agreement.
Notice to the Indemnitor. As a condition precedent to any indemnification under this Article V, promptly after the assertion of any claim or action by a third party or occurrence of any event which may give rise to a claim or action for indemnification from an indemnitor (the "Indemnitor") under this Article V, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim or action, and in such writing the Indemnified Party shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action and the basis on which indemnification is sought pursuant to this Agreement. The failure to provide such notice shall not release the Indemnitor from any of its obligations under this Article V except to the extent the Indemnitor is materially prejudiced by such failure and shall not relieve the Indemnitor from any obligation that it may have to an Indemnified Party otherwise than under this Article V.
Notice to the Indemnitor. (a) Promptly after the assertion of any claim by a third party or occurrence of any event which may give rise to a claim for indemnification from an indemnifying party (“Indemnitor”) under this Article IX, an indemnified party (“Indemnitee”) shall notify the Indemnitor in writing of such Claim; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor will relieve the Indemnitor from any obligation under this Article IX, except to the extent such delay actually prejudices the Indemnitor.
Notice to the Indemnitor. Within a reasonable period after the assertion of any claim by a third-party or occurrence of any event which may give rise to a claim for indemnification from an indemnitor (the "Indemnitor") under this Section 11, an indemnified party (the "Indemnified Party") shall notify the Indemnitor in writing of such claim and advise the Indemnitor whether the Indemnified Party intends to contest same, but the failure to give or delay in giving such notice shall not affect the obligations of the Indemnitor hereunder except to the extent the Indemnitor actually has been prejudiced thereby.
