Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. (a) In order for a Person (the "Indemnified Party") to be entitled to any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "Third-Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third-Party Claim promptly following receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim that are not separately addressed to the indemnifying party.

Procedures for Third Party Claims. (a) In order for If a claim or demand is made against a Remainco Indemnitee or a Spinco Indemnitee (each, an “Indemnitee”) by any Person who is not a member of the Remainco Group, Spinco Group or RMT Partner and its Affiliates (the "Indemnified Party"a “Third Party Claim”) as to which such Indemnitee is or may be entitled to any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "Third-Party Claim")pursuant to this Agreement, such Indemnified Party must Indemnitee shall notify the indemnifying party Party which is or may be required pursuant to this Article V to make such indemnification (the “Indemnifying Party”) in writing writing, and in reasonable detail, of the Third-Third Party Claim as promptly following as practicable (and in any event within thirty (30) days) after receipt by such Indemnified Party Indemnitee of written notice of the Third-Third Party Claim; provided, however, that the failure to give provide notice of any such notification Third Party Claim pursuant to this sentence shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Article V except and solely to the extent the indemnifying party Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnified Party Indemnitee shall deliver to the indemnifying partyIndemnifying Party, as promptly as practicable following (and in any event within ten (10) Business Days) after the Indemnified Party's Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitee relating to the Third-Third Party Claim that are not separately addressed to the indemnifying partyClaim.

Procedures for Third Party Claims. (a) In order for a Person (the "“Indemnified Party"”) to be entitled to any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "“Third-Party Claim"”), such Indemnified Party must notify the indemnifying party in writing of the Third-Party Claim promptly (but in any event not later than the second Business Day in the case of any litigation, arbitration or other adversary proceedings) following receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced (including with respect to the defense of such Third Party-Claim) as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as practicable following the Indemnified Party's ’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim that are not separately addressed to the indemnifying party.

Procedures for Third Party Claims. (a) In order for a Person (the "“Indemnified Party"”) to be entitled to any indemnification provided for under Section 10.2 Sections 9.02, 9.03, or 10.3 hereof 9.04 in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "“Third-Party Claim"”), such Indemnified Party must notify the indemnifying party in writing (and in reasonable detail) of the Third-Party Claim promptly following within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failurefailure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as practicable following within five (5) Business Days’ time after the Indemnified Party's ’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim that are not separately addressed to the indemnifying partyClaim.

Procedures for Third Party Claims. (a) In order for Promptly after the receipt by a Person Party entitled to indemnity under this Article 9 (the "“Indemnified Party"”) to be entitled to of (i) notice of the commencement of any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "Third-Party Claim")Claim against it or (ii) a threat, in writing, with respect to a potential Third-Party Claim against it, such Indemnified Party must notify the indemnifying party shall give prompt written notice (but in writing any event within thirty (30) days) of the commencement, or the receipt of a threat in writing, as applicable, of such Third-Party Claim promptly following receipt by to the Party obligated to indemnify under this Article 9 (the “Indemnifying Party”), setting forth in reasonable detail the nature thereof and attaching a copy of all papers served or provided with respect to such Third-Party Claim or potential Third-Party Claim and the basis upon which such Indemnified Party of written notice of the Third-Party Claimseeks indemnification hereunder; provided, however, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 9, except to the extent that the Indemnifying Party is actually prejudiced by the failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim that are not separately addressed to the indemnifying partynotice.

Procedures for Third Party Claims. (a) In order for a Person (the "Indemnified Party") to be entitled to any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "Third-Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third-Party Claim promptly (but in any event not later than the second Business Day in the case of any litigation, arbitration or other adversary proceedings) following receipt by such Indemnified Party of written notice of the Third-Party Claim; providedPROVIDED, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced (including with respect to the defense of such Third Party-Claim) as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim that are not separately addressed to the indemnifying party.

Procedures for Third Party Claims. (a) In order for a Person The party seeking indemnification under Section 13.1 (the "Purchaser's Indemnified Parties" or "Seller's Indemnified Parties", generically the "Indemnified Parties") agrees to deliver prompt notice (in accordance with Section 14.9) to the party against whom indemnity is sought (the "Indemnifying Party") to of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be entitled to any indemnification provided for sought under Section 10.2 or 10.3 hereof 13.1 (the "Third Party Claims"). Such notice referred to in respect of, arising out of or involving the preceding sentence shall state the relevant facts and include therewith relevant documents and a claim made statement in reasonable detail as to the basis for the indemnification sought. The failure by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "Third-so to notify the Indemnifying Party Claim"), shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party must notify the indemnifying party in writing of the Third-Party Claim promptly following receipt by such Indemnified Party of written notice of the Third-Party Claim; providedwith respect to any claim made pursuant to this Section 13.2, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party such failure shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as practicable following the Indemnified prejudice an Indemnifying Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim that are not separately addressed to the indemnifying party.

Procedures for Third Party Claims. (a) In order for To be entitled under this Agreement to indemnification in respect of a claim or demand by another Person (the "Indemnified Party") to be entitled to any indemnification provided for under Section 10.2 or 10.3 hereof in respect of, arising out of or involving a claim made by any Person (other than another Party or its Affiliate) against the Indemnified Party (a "Third-“Third Party Claim"”), such an Indemnified Party must notify the indemnifying party Indemnifying Party in writing writing, and in reasonable detail, of the Third-Third Party Claim as promptly following as reasonably possible after receipt by such Indemnified Party of written notice of the Third-Third Party Claim; provided, however, provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, as promptly as practicable following promptly, but in any event within five (5) Business Days of becoming aware of any facts or circumstances that would reasonably be expected to give rise to a claim for indemnification hereunder, written notice thereof to the Indemnified Indemnifying Party's receipt thereof, specifying the amount of such claim, the nature and basis of such claim and all relevant facts and circumstances relating thereto, including copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Third Party Claim that are not separately addressed to the indemnifying partyClaim.