Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 6.01 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to 8.01 or 8.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any action, suit, action proceeding or proceeding other claim by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 6.01 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third third-party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 4.1 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice (the “Indemnification Notice”) shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 9.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.029.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or Liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 this Article XI (the "Indemnified Party") agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the "Indemnifying Party Party") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third "Third-Party Claim”") in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party of a Third-Party Claim that arises within the applicable limitations period set forth in Section 11.1 shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 7.01 or Section 7.02, as applicable, (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 7.01 or Section 7.02, as applicable (the “Indemnified Party”), agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 12.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.0212.02. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. If such notice is being given by a Buyer Indemnified Party, such notice shall be delivered to the Sellers’ Representative. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section ‎Section 7.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section ‎Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 or Section 7.03 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02thereunder. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party has received notice of the Existing Asbestos Litigation and US Smelter Existing Claims.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to shall give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not prejudice the Indemnifying Party’s rights hereunder, nor relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely actually prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 8.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9 (the "Indemnified Party") agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the "Indemnifying Party Party") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“"Third Party Claim”") in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 12.02 or Section 12.04, as applicable (the “Indemnified Party”), agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02thereunder; provided, however, the failure to timely notify the Indemnifying Party of any such claim shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 12.02(a) or 12.02(b) agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Each Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party against whom indemnity is to be sought of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 agrees to ‎12.01 or Section ‎12.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 this Article XI (the "Indemnified Party") agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the "Indemnifying Party Party") of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third "Third-Party Claim”") in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve of a Third-Party Claim that arises within the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.applicable limitations period set forth in

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification and the amount of all related Damages (taking into account the information then available to the Indemnified Party, including any limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 8.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under such Section 7.02. Such notice shall set 8.02, setting forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The ; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party).

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action Action (including any Tax audit or administrative or judicial proceeding by any third party relating to Taxes) (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.0210.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 6.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail the specifics of such Third Party Claim, the basis for indemnification and the Indemnified Party’s bona fide estimate of the amount of such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking Persons entitled to indemnification under Section 7.02 agrees 8.2 or Section 8.3 (the “Indemnified Party”) agree to give reasonably prompt notice in writing to the Persons against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The i)The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02this Article 15. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 ‎Section 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 agrees to ‎‎Section 10.01 or ‎Section 10.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 under‎ ‎Section 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (including any Tax audit or administrative or judicial proceeding relating to Taxes) (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02under‎ ‎Section 11.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing (a “Claims Notice”) to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action action, audit, investigation or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.01 or 7.02 agrees to (the “Indemnified Party”) shall give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any action, suit, action proceeding or proceeding other claim by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 or Section 9.03 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02thereunder. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding Legal Proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02this Article 9. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.0211.02. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 ‎Section 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 10.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under Section 7.0210.02. Such notice shall will set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of its obligations hereunderunder this Agreement, except to the extent such failure shall will have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 this Article 10 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02hereunder. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 8.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action Action (including any Tax audit or administrative or judicial proceeding by any third party relating to Taxes) (“Third Party Claim”) in respect of which indemnity may will be sought under Section 7.028.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except if and to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party a)The party seeking indemnification under Section 7.02 this Article 10 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02hereunder. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 agrees to 12.01 or Section 12.02 (the “Indemnified Party”) shall give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 this Article X (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party Person seeking indemnification under Section 7.02 8.2 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party Third Party (“Third Third-Party Claim”) in respect of which indemnity may be sought under Section 7.028.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (ad) The Indemnified Party party seeking indemnification under Section 7.02 ‎Section 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 5.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 12.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02, 7.02(c) or 7.09(f) (the “Indemnified Party”) agrees to give reasonably prompt written notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 11.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding Action by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 ‎Section 9.02(a) and ‎(b) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 10.02(a) and (b) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 8.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.028.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) Claim in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)Section. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (an) The Indemnified Party party seeking indemnification under Section 7.02 9.2(a) or Section 9.2(b) (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party party seeking indemnification under Section 7.02 9.02 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by Action (including any third party Tax Contest) (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.029.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 5.1 (the “Indemnified Party”) agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.025.1. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.