Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, of notice of any claim against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party of the commencement of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, of notice of the commencement of any claim proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under (which term shall include the Shareholder for purposes of this Section 10.1 or 10.2, 9.6) of notice of the commencement of any claim proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, 10.2 of notice of any claim against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party of the commencement of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under this Section 10.1 or 10.2, 10 of notice of the commencement of any claim Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Partyindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, of notice of the commencement of any claim proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party hereunder, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 5.1 or 10.25.2, of notice of any claim against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party of the commencement of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.1 or 10.2, 9.2 of notice of the commencement of any claim Proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party Indemnified Person under such Section, give notice to the Indemnifying Party Majority Shareholder of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party Majority Shareholder of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.1 10.2 or 10.2, 10.3 of notice of any a claim against itit (a “Claim”), such Indemnified Person the indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claimClaim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's indemnified party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.1 10.2 or 10.2, 10.3 of notice of any a claim against itit (a "Claim"), such Indemnified Person the indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claimClaim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Partyindemnified party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 12.2, 12.3, 12.4 or 10.2, 12.5 of notice of the commencement of any claim Proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Partyindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 11.2, 11.3, 11.4, 11.5 or 10.2, 11.6 of notice of the commencement of any claim Proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, indemnified party of notice of the commencement of any claim proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party hereunder, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Partyindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under (which term shall include Seller for purposes of this Section 10.1 or 10.2, 9.6) of notice of the commencement of any claim proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.1 9 or 10.2, 9.3 of notice of the commencement of any claim proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Partyindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.1 10.2 or 10.2, 10.3 of notice of the commencement of any claim Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's indemnified party’s failure to give such notice, and then only to the extent of such prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 9.2 or 10.2, 9.3 of notice of the commencement of any claim Proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 Sections 8.2 or 10.2, 8.3 of notice of the commencement of any claim Proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party Indemnified Person under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party Indemnified Person will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, of notice of the commencement of any claim proceeding against it, such Indemnified Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, promptly give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, indemnified party of notice of the commencement of any claim Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionthis Agreement, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Partyindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, SECTION 10.2 OR 10.3 of notice of the commencement of any claim Proceeding against itit by a third party, such Indemnified Person will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying PartyIndemnified Person's failure to give such notice.