Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnitee shall give such Indemnifying Party written notice thereof promptly after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the CCI Group or the uBid Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.2 or 4.25.3, or any other Section of this Agreement or Agreement, any Ancillary Agreement (except as otherwise provided therein)or the Registration Rights Agreements, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the Intelligroup Group or the SeraNova Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within twenty (20) days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementSection 4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the AT&T Services Group or the NCR Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 4.2 or 4.24.3, or any other Section of this Agreement or any NCR Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 4.4(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the Parent Group or the Company Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 6.2 or 4.26.3, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 4.4(a6.5(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the Transocean Group or the TODCO Group of any claim claims or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 3.3 or 4.23.4, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof promptly after receipt of notice or senior executives actually becoming aware of such Third Party Claimthereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a3.8(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the CenterPoint Group or the Genco Group of any claim claims or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 3.2 or 4.23.3, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the REI Group or the Resources Group of any claim claims or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 3.2 or 4.23.3, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the IDT Group or the Net2Phone Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.2 or 4.25.3, or any other Section of this Agreement or Agreement, any Ancillary Agreement (except as otherwise provided therein)or the Tax Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnitee "Indemnitee") shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which any party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.1 or 4.25.2, or any other Section of this Agreement or any Ancillary other agreement or document contemplated by this Agreement (except as otherwise provided therein)or otherwise, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within twenty (20) days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.3(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the ATI Group or the Water Pik Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof promptly as soon as practicable but in any event not less than 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.obligations

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the CCU Group or the Entertainment Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM"“Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 4.1 6.2 or 4.2Section 6.3, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Transaction Document, such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee Indemnified Party or other Person to give notice as provided in this Section 4.4(a6.6(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the ATI Group or the Water Pik Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof promptly as soon as practicable but in any event not less than 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.shall

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnitee "Indemnitee") shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which any party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 6.1 or 4.26.2, or any other Section of this Agreement or any Ancillary other agreement or document contemplated by this Agreement (except as otherwise provided therein)or otherwise, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within twenty (20) days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a6.3(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the ATI Group or the Water Pik Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof promptly as soon as practicable but in any event not less than 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the ATI Group or the Teledyne Technologies Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof promptly as soon as practicable but in any event not less than 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.as

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the Collagen Group or the Technologies Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 or 4.1, Section 4.2, Section 5.2 or any other Section provision of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticles IV and V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the ATI Group or the Teledyne Technologies Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein)Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof promptly as soon as practicable but in any event not less than 20 days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnitee "Indemnitee") shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which any party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Agreement or any Ancillary other agreement or document contemplated by this Agreement (except as otherwise provided therein)or otherwise, such Indemnitee shall give such Indemnifying Party written notice thereof promptly within twenty (20) days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a4.3(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the IFX Group or the Tutopia Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIMThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnitee shall give such Indemnifying Party written notice thereof promptly within twenty (20) days after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 4.4(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member member of either the AT&T Broadband Group or the AT&T Communications Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 5.02 or 4.25.03, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnitee shall give such Indemnifying Party written notice thereof promptly after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 4.4(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement or any Ancillary AgreementArticle 5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.