Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.
Third-Party Claim Indemnification Procedures. (a) In the event that any claim or demand for which an indemnifying party (an “Indemnifying Party”) may have Liability to any Indemnified Party hereunder, is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Party Claim”), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party objects to or contests all or any part of the Third Party Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Third Party Claim. The Indemnifying Party shall have 30 days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless (i) the Third Party Claim has been brought or asserted by a Government Entity, (ii) there is a conflict of interest that would make it inappropriate (on advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to Taxes, or (iv) the Third Party claims seeks injunctive or equitable remedies other than monetary damages against the Indemnified Party, in which case the Indemnified Party may retain the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of any Third Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).
Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying Party hereunder (an “Indemnifying Party”) may reasonably be expected to have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall notify the Indemnifying Party of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, a reasonably detailed explanation of the events giving rise to such Third-Party Claim and any other material details pertaining thereto, in each case to the extent known by the Indemnified Party (a “Claim Notice”); provided that the failure to timely give a Claim Notice shall only affect the rights of an Indemnified Party hereunder to the extent such failure actually and materially prejudices the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim.
Third-Party Claim Indemnification Procedures. (a) Any Indemnified Party shall give written notice as promptly as is reasonably practicable to the Indemnifying Party of the assertion of any Claim or Proceeding, by any Person not a Party in respect of which indemnity intends to be sought under this Agreement; provided that the failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 12.6 except to the extent (if any) that the Indemnifying Party shall have been prejudiced thereby. Following receipt of a written notice from the Indemnified Party pursuant to this Section 12.6, the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such Claim or Proceeding with counsel selected by the Indemnifying Party and not reasonably objected to by the Indemnified Party. The Indemnified Party shall not settle, compromise or consent to any judgment in respect of any such Claim or Proceeding without the prior written Consent of the Indemnifying Party, which Consent shall not be unreasonably withheld, delayed or conditioned.
Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 shall not relieve the Indemnifier of its obligations under this Section 6.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.
Third-Party Claim Indemnification Procedures. (a) The obligations and Liabilities of any Person required to provide indemnification under this Article 8 (each, an “Indemnifying Party”) with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 8 (“Third Party Claims”) shall be governed by and contingent upon the terms and conditions set forth in this Section 8.3. If any Person entitled to indemnification pursuant to Section 8.2(a) or 8.2(b) (an “Indemnified Party”) shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within ten (10) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its respective obligations under this Article 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom.
Third-Party Claim Indemnification Procedures. Except as otherwise provided in Section 6.10(d):
Third-Party Claim Indemnification Procedures. (a) In the event that any claim or demand for which Buyers may have any Liability to any Seller Indemnified Party hereunder or for which Seller and Members may have any Liability to any Buyer Indemnified Party hereunder, is asserted against or sought to be collected from any Seller Indemnified Party or Buyer Indemnified Party, as applicable (each, an "INDEMNIFIED PARTY"), by a third party (a "THIRD PARTY CLAIM"), Seller and Members on the one hand, or Buyers on the other hand, shall promptly notify the other of such Third Party Claim. Buyers and Members or Seller, as applicable, shall then have 30 days (or such lesser number of days set forth in the notice of the Third Party Claim as may be required by court proceeding in the event of a litigated matter) after receipt of the notice of the Third Party Claim to notify the other and such Indemnified Party that it desires to defend such Third Party Claim.
Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an Indemnifying Person may have Liability to any Indemnified Person hereunder, is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly, but in no event more than ten (10) days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto of which the Indemnified Person is then aware, and a reasonably detailed explanation of the events giving rise to such Third-Party Claim and any other material details pertaining thereto of which the Indemnified Person is then aware (a “Claim Notice”); provided, that the failure to timely give a Claim Notice shall not relieve the Indemnifying Person of its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually and materially prejudiced by such failure or as provided in Section 7.1. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim.
Third-Party Claim Indemnification Procedures. (a) A party seeking indemnification pursuant to this Article VII (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby.
