Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person 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 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 prejudiced as a result of such failure (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, promptly after 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.
Procedures Relating to Indemnification for Third Party Claims. (a) Any Indemnified Party making a claim for indemnification pursuant to this Article VIII for any third party claim shall deliver an Indemnification Notice to the Indemnifying Party promptly (but in no event more than thirty (30) days) after becoming aware of any Proceeding against the Indemnified Party by a third party (a “Third Party Claim”); provided, however, that any failure on the part of the Indemnified Party to so notify the Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this Agreement except to the extent such Indemnifying Party is actually and materially prejudiced by reason of such failure. The Indemnification Notice shall reasonably set forth the specific facts and circumstances, in reasonable detail (to the extent then reasonably known), giving rise to the claim, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the actual amount is not known and, to the extent known, the method of calculation of such amount) that the Indemnified Party has suffered, sustained or incurred, or expects to suffer, sustain or incur, and the specific Section(s) of this Agreement upon which the Indemnified Party is relying in seeking such indemnification and such other information with respect thereto as the Indemnifying Party may reasonably request, and a copy of all pleadings and correspondence to or from any third party related thereto, if available. Any Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense of any Third Party Claim against an Indemnified Party with respect to which the Indemnifying Party is, or could be determined to be, obligated to indemnify, defend and hold harmless the Indemnified Party pursuant to this Agreement by appointing counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense, to be the lead counsel in connection with such defense; provided that the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided that notwithstanding anything herein to the contrary other than the immediately following sentence, the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party); provided that the Indemnifying Party shall not be...
Procedures Relating to Indemnification for Third Party Claims. (i) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must provide an Indemnification Notice to the Indemnifying Party of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after 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; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Procedures Relating to Indemnification for Third Party Claims. In order to receive the benefits of the indemnity under Section 10.01 or Section 10.02, as applicable, in respect of, arising out of or involving a claim or demand made by any Third Party (a “Third Party Claim”) against a Purchaser Indemnitee or Seller Indemnitee (either, an “Indemnitee”), such Indemnitee must:
Procedures Relating to Indemnification for Third Party Claims. (i) In order for a Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the Indemnifying Party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made); 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 shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) calendar days after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.
Procedures Relating to Indemnification for Third Party Claims. (a) If an Indemnified Party receives notice of a claim or demand made by any other person, firm, Government Entity or corporation (a “Third Party Claim”), the Indemnified Party shall provide an Indemnification Notice to the Indemnifying Party relating to the Third Party Claim as promptly as possible and in no event later than thirty (30) days after receipt by such Indemnified Party of notice of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after 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. Notwithstanding the foregoing, no delay on the part of the Indemnified Party in notifying the Indemnifying Party as required by this Section 8.4(a) shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is thereby materially prejudiced.
Procedures Relating to Indemnification for Third Party Claims. (a) A party believing that it is entitled to indemnification under Section 10.01 or 10.02 (an “indemnified party”) shall give prompt written notification to the other party (the “indemnifying party”) of the commencement of any claim, action, lawsuit or other proceeding for which indemnification may be sought or, if earlier, upon the assertion of any such claim, action, lawsuit or other proceeding by made by any person against the indemnified party (a “Third Party Claim”) (it being understood and agreed, however, that the failure by an indemnified party to give notice of a Third Party Claim as provided in this Section 10.08 shall not relieve the indemnifying party of its indemnification obligation under this Agreement except and only to the extent that such indemnifying party is actually materially prejudiced as a result of such failure to give notice).
Procedures Relating to Indemnification for Third Party Claims. (a) In order for an Indemnified Person to be entitled to any indemnification provided for under this ARTICLE 7 in respect of, arising out of or involving a claim or demand made by any third-party against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in any event within thirty (30) days after receipt by such Indemnified Person of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except, and solely to the extent that, the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure; provided, further that only Seller, or Seller’s successors or assigns, may make claims on behalf of Seller.
Procedures Relating to Indemnification for Third Party Claims. 38 (f) Losses Net of Insurance and Taxes...............................39 (g) Survival; Time Limitation.......................................39 (h)
Procedures Relating to Indemnification for Third Party Claims. (a) In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third-party against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim (or Buyer or Seller, as applicable, on such Person’s behalf) promptly and in any event within twenty (20) Business Days after receipt by such Indemnified Person 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 (and only to the extent) the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure.
