Common use of Provide Notice Clause in Contracts

Provide Notice. As condition precedent to indemnification under this Agreement, a party must, within ten days after receipt of information to inform it of the existence of a potential claim or the commencement of any action, suit or proceeding against it for which it will make a claim for indemnification from another party under this Agreement, provide a complete description of the claim and give notice to the indemnifying party of all facts related to such claim including, but not limited to, sending a copy of all papers served. The failure to provide such timely notice shall be a waiver of indemnification under this Agreement but such omission shall not be a waiver of any liability of any person under common law or statute or any other basis other than under the indemnification provisions of this Agreement. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall have properly notified the indemnifying party of such claim, the indemnifying party shall be entitled to participate in the defense of such claim and, if it so elects, individually or jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, other than reasonable costs of investigation requested by the indemnifying party, subsequently incurred by such indemnified party in connection with the defense thereof and shall not be responsible for the quality of the defense or the outcome of the case.