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, 10.4, 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, 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 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 actually and materially prejudiced by the indemnifying party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, 12.2 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement 12.3 of any Proceeding claim against itit by any Person, other than the other party and its Affiliates, that is subject to indemnification hereunder, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis ARTICLE 12, 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 party, except to the extent that the indemnifying party demonstrates that the defense of such action claim is actually and materially prejudiced by the indemnifying indemnified party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, or Party (to the extent provided in the last sentence of Section 10.3“Indemnitee”) Section 10.3 of notice of the commencement of any Proceeding against itthe Indemnitee by a third party (“Third Party Claim”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, the Indemnitee will give notice to the indemnifying party Party (in the case of Sellers to the Sellers’ Representative) (the “Indemnitor”) in writing of the commencement of such claimclaim (“Notice of Claim”), but the failure to notify the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyIndemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying partyIndemnitee’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2ARTICLE XI, 10.4, SECTION 2 or SECTION 4 or (to the extent provided in the last sentence of Section 10.3SECTION 3) Section 10.3 SECTION 3 of notice of the commencement of any Proceeding against 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 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 actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.29.2, 10.4, 9.3 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 9.4 of notice of the commencement of any Proceeding Action against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice (including the facts and circumstance known at such time relating to the Action) 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 party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.29.2, 10.49.4, or (to the extent provided in the last sentence of Section 10.39.3) Section 10.3 9.3 of notice of the commencement of any Proceeding against 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 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 actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, 10.2 or (10.3 of a written assertion by a third party of a claim to the extent provided in the last sentence of which Section 10.3) 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itapplies (a "Claim"), such indemnified party willshall, 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 claimClaim with reasonable particularity, but the failure to timely 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 actually and materially prejudiced by the indemnifying indemnified party’s 's failure to give such noticenotice in a timely manner.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person entitled to indemnity under Section 10.2, 10.4, 8.3 or a Seller entitled to indemnity under Section 8.4 (to the extent provided in the last sentence of Section 10.3an “Indemnitee”) Section 10.3 of notice of the commencement assertion of any Proceeding a third party claim against it, such indemnified party willIndemnitee shall, if a claim is to be made against an indemnifying the party obligated to indemnify under such Sectionsection (“Indemnitor”), give written notice to the indemnifying party Indemnitor of the commencement assertion of such third party claim, but the failure to notify or delay in notifying the indemnifying party Indemnitor will not relieve the indemnifying party Indemnitor of any liability that it may have to any indemnified partyIndemnitee, except to the extent that the indemnifying party Indemnitor demonstrates that the defense of such action the third party claim is actually and materially prejudiced by the indemnifying partyIndemnitee’s failure to give or delay in giving such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, 6.2 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 6.3 of notice of the commencement of any Proceeding against 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 claimProceeding together with the estimated amount of claims under such Proceeding, but the failure to notify the indemnifying party party, or delay in such notification, 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 actually and materially prejudiced by the indemnifying party’s 's failure to give give, or delay in giving, such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the existence or commencement of any Proceeding or other third party claim against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Sectionparty, give written notice to the indemnifying party of the existence and commencement of such claim, together with a copy of any documents or pleadings associated therewith, 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 actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.27.2, 10.47.4, or (to the extent provided in the last sentence of Section 10.37.3) Section 10.3 7.3 of notice of the commencement of any Proceeding against 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 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 actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an indemnified party under Section 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3"Indemnified Person") Section 10.3 of notice of the commencement of any Legal Proceeding against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party under such SectionSection 9.1 or 9.2, as applicable, 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 partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party’s Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3) Section 10.3 Indemnified Party of notice of the commencement of any Proceeding against itdemand, claim, action or proceeding made or brought by a third party, including a government agency (a "Proceeding"), such indemnified party Indemnified Party will, if a claim is to be made against an indemnifying party under such Sectionpursuant to this Article IX, give notice to the indemnifying party of the commencement of such claimthe 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 partythe Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying indemnified party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under pursuant to Section 10.25.2, 10.45.4, or (to the extent provided in the last sentence of Section 10.35.3) Section 10.3 5.3 of notice of the commencement of any Proceeding against 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 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 actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.26.02, 10.46.04, or (to the extent provided in the last sentence of Section 10.36.03) Section 10.3 6.03 of notice of the commencement of any Proceeding against 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 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 actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, 11.2 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement 11.3 of any Proceeding claim against itit by any Person, other than a Party to this Agreement and its Affiliates, that is subject to indemnification hereunder, 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 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 claim is actually and materially prejudiced by the indemnifying indemnified party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.411.2 or 11.4, or (to the extent provided in the last sentence of Section 10.311.3) Section 10.3 11.3 of notice of the commencement of any Proceeding against 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 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 and only to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party’s 's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, 9.2 or (to the extent provided in the last sentence of Section 10.3) Section 10.3 9.4 of notice of the commencement of any Proceeding against 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 (or in the case of a claim pursuant to Section 9.2, to the Shareholders’ Representative) 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 party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party’s failure to give such notice.