Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. (a) Any party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person shall give the party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty (30) days after the Indemnified Party acquires knowledge thereof) of such Claim and (ii) copies of all documents and information relating to any such Claim within thirty (30) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) 7 in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) sought: (i) prompt written notice of such Third Party Claim (but in no event more than thirty ten (3010) days after the Indemnified Party acquires knowledge thereof) receives written demand of such any Third Party Claim which is filed with any Governmental Authority for which there is a limited time period in which to respond); and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) VIII in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty ten (3010) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) VIII in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty fifteen (3015) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty fifteen (3015) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party seeking indemnification pursuant to this Article 8 Section 12 (the “Indemnified Party”) in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person person or governmental entity shall give the party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty twenty (3020) days after the Indemnified Party acquires knowledge thereof) of such Claim and (ii) copies of all documents and information relating to any such Claim within thirty twenty (3020) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) VIII in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty twenty (3020) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty twenty (3020) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually materially prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) 7 in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) sought: (i) prompt written notice of such Third Party Claim (but in no event more than thirty ten (3010) days after the Indemnified Party acquires knowledge thereof) receives written demand of such Claim any Third Party Claim); and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) Section 13 in respect of any legal proceeding, action, claim or demand instituted by any third Person (in each case, a “Third-Party Claim”) instituted by any third Person shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty fifteen (3015) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim (a “Claim Notification”) and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty fifteen (3015) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability Liability to the Indemnified Party for any liability Liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) 7 in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) sought: (i) prompt written notice (but in no event more than thirty (30) days after the Indemnified Party acquires knowledge thereof) of such Claim Third-Party Claim; and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) 10 in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim Indemnification Claim is sought (the “Indemnifying Party”) sought: (i) prompt written notice (but in no event more than thirty fifteen (3015) days after the Indemnified Party acquires knowledge thereof) of such Claim Third-Party Claim; and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually materially and irreparably prejudiced the defense of the such Third-Party Claim.. 55

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) IX in respect of any legal proceeding, action, claim or demand by any third party (in each case, a “Third-Party Claim”) instituted by any third Person shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty ten (3010) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim and (ii) copies of all documents and information relating received with respect to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have materially and actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) 7 in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) sought: (i) prompt written notice (but in no event more than thirty (30) 10 days after the Indemnified Party acquires knowledge thereof) of such Claim Third-Party Claim; and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty (30) 10 days of their being obtained by the Indemnified Party; providedprovided that, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party seeking indemnification pursuant to this Article 8 Section 12 (the “Indemnified Party”) in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person person or governmental entity shall give the party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty twenty (3020) days after the Indemnified Party acquires knowledge thereof) of such Claim and (ii) copies of all documents and information relating to any such Claim within thirty twenty (3020) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually and materially prejudiced the defense of the Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) 10 in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim Indemnification Claim is sought (the “Indemnifying Party”) sought: (i) prompt written notice (but in no event more than thirty twenty (3020) days after the Indemnified Party acquires knowledge thereof) of such Claim Third-Party Claim; and (ii) copies of all documents and information relating to any such Third-Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually materially and irreparably prejudiced the defense of the such Third-Party Claim.

Procedures for Third Party Claims. (a) Any party Indemnified Party seeking indemnification pursuant to this Article 8 (the “Indemnified Party”) VIII in respect of any legal proceeding, action, claim or demand (in each case, a “Claim”) instituted by any third Person Third-Party Claim shall give the party Indemnifying Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) (i) prompt written notice (but in no event more than thirty ten (3010) days after the Indemnified Party acquires knowledge thereof) of such Third-Party Claim and (ii) copies of all documents and information relating to any such Third Party Claim within thirty ten (3010) days of their being obtained by the Indemnified Party; provided, that the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party for any liability hereunder except to the extent that such failure shall have actually prejudiced the defense of the such Third Party Claim.