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 party under Section 10.2 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”), such indemnified party 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 Third Party 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 party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 this Article ------- 11 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified -- party will, if a claim is to be made against an indemnifying party under such Sectionthis Article 11, give notice to the indemnifying party of the commencement of such Third Party Claim---------- 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 party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 of notice of the commencement or Threatened commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, this Article 10 give notice to the indemnifying party of the commencement or reasonably anticipated commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially actually prejudiced by the indemnifying indemnified party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 9.02 of notice of the commencement of any Proceeding demand, claim or proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.02, give notice to the indemnifying party of the commencement of such Third Party Claimclaim within 20 days of the notice of such demand, claim or proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) i. Promptly after receipt by an indemnified party under Section 10.2 12.b. or 12.c. of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give prompt notice in writing to the indemnifying party of the assertion and commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 Sections 11.2, 11.3 or 11.4 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an indemnified party under Section 10.2 11.2, 11.3, 11.4, or 11.5 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.9.1 Promptly after receipt by an indemnified party under Section 10.2 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 this ARTICLE 7 of notice of the commencement of any Proceeding proceeding against it (by a “Third Party Claim Proceeding”)third party, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 7, give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 8.2 ----------- or Section 8.3 of notice of the commencement of any Proceeding (as defined ----------- below) against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 6.2, 6.3, 6.3A, 6.3B or 6.4 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly 13.4.1. Subject to Section 13 hereof, promptly after receipt by an indemnified party under Section 10.2 13.2 or 13.3, of notice of the commencement of any Proceeding proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, promptly give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure promptly to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense or settlement of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 Sections 10.2, 10.3 or 10.4, of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 of any notice of the commencement commencment of any Proceeding proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 8.02, give prompt written notice prior to the expiration of the Survival Period to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any such indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying such indemnified party’s failure to give such prompt noticenotice or where such notice is given after the expiration of the Survival Period.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 12.2 of notice of any Threatened Proceeding against it or the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (aA) Promptly after receipt by an indemnified party under Section 10.2 9.2, Section 9.3, Section 9.4 or Section 9.5, as applicable, of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.3.1 Promptly after receipt by an indemnified party under Section 10.2 9.1 or 9.2 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such SectionSection 9.1 or 9.2, give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any an indemnified party, except to the me extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 of notice of the commencement or Threatened commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Article 10 or Section 11.5, give notice to the indemnifying party of the commencement or reasonably anticipated commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially actually prejudiced by the indemnifying indemnified party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 6.8.1 Promptly after receipt by an indemnified party under Section 10.2 6.2 or 6.3 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under either such Section, give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 13.8.1. Notice to Indemnifying Party. Promptly after receipt by an indemnified party under Section 10.2 13.3 or 13.4 above of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under Section 10.2 8.1, 8.2 or 8.3 of notice of the commencement of any Proceeding against it (it, by a “Third Party Claim Proceeding”)Party, such any indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying indemnified party’s failure to give such prompt notice.. 36

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 9.3 of notice of the commencement of any Proceeding proceeding against it (a “Third Party Claim Proceeding”"PROCEEDING"), such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 8.2, 8.5 or (to the extent provided in the last sentence of Section 8.4) Section 8.4 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.3, or 10.4, of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 10.2, 10.3, or Section 10.4 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 12.2 or 12.4, or (to the extent provided in the last sentence of Section 12.3) Section 12.3 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except and only to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2 9.2 or 9.4 of notice of the commencement of any Proceeding proceeding against it (a “Third Party Claim "Proceeding”"), such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1 Promptly after receipt by an indemnified party under Section 10.2 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”)it, such indemnified party 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 Third Party Claimclaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnifying party’s 's failure to give such prompt notice.