Common use of Cooperation Regarding Claims Clause in Contracts

Cooperation Regarding Claims. If any Party hereto shall receive notice or have knowledge of any claim that may result in a claim for indemnification by such Party or any other Owner or Energy Manager Indemnified Party, as applicable (the “Indemnified Party”) against the other Party (the “Indemnifying Party”) pursuant to this Agreement, such Indemnified Party shall, as promptly as possible, give the Indemnifying Party notice of such claim, including a reasonably detailed description of the facts and circumstances relating to such claim, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided, that failure promptly to give such notice or to provide such information and documents shall not relieve the Indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim, unless the failure to provide such notice would give rise to additional liability on the part of the Indemnifying Party, in which case the Indemnifying Party shall not be liable for such additional liability.

Cooperation Regarding Claims. (a) If any Party hereto shall receive (in such capacity, an “Indemnified Party”) receives notice or have has knowledge of any claim Loss that may result in a claim for indemnification by such Indemnified Party or any other Owner or Energy Manager Indemnified Party, as applicable (the “Indemnified Party”) against the other Party (the in such capacity, an “Indemnifying Party”) pursuant to this AgreementArticle 8, such Indemnified Party shall, as shall promptly as possible, give the Indemnifying Party notice Notice of such claimLoss, including a reasonably detailed description of the facts and circumstances relating to such claimLoss, and a complete copy of all notices, pleadings and other papers related thereto, and in reasonable detail the basis for its potential claim for indemnification with respect thereto; provided, however, that failure to promptly to give such notice Notice or to provide such information and documents to the Indemnifying Party shall not relieve the Indemnifying Party from the obligation hereunder to respond to or to defend the Indemnified Party failing to give such notice against such claim, unless Loss except to the extent (and only to the extent) such failure to provide such notice would give rise to additional liability on shall materially diminish the part ability of the Indemnifying Party to respond to such claim or to defend the Indemnified Party, in which case the Indemnifying Party shall not be liable for such additional liability.