Common use of General Indemnification Procedures Clause in Contracts

General Indemnification Procedures. (i) The Seller or Purchaser seeking indemnification pursuant to this Section (an “Indemnified Party”) shall give prompt notice to the other party (either Purchaser its successors and assigns or Seller, respectively) from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder 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 relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense of such Third Party Claim.

General Indemnification Procedures. (ia) The Seller or Purchaser A party seeking indemnification pursuant to this Section 19 (an “"Indemnified Party”") shall give prompt notice to the other party (either Purchaser its successors and assigns or Seller, respectively) from whom such indemnification is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any action, suit or proceedingproceedings, in respect of which indemnity may be sought hereunder 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 only (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 30 15 days of receipt of written notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “"Third Party Claim”"), to assume the defense of such Third Party ClaimClaim with counsel acceptable to the Indemnified Party.

General Indemnification Procedures. (ia) The Seller or Purchaser seeking indemnification pursuant to this Section (an “Indemnified Party”) Indemnitee shall give prompt notice to the other party (either Purchaser its successors Indemnitor stating the amount of the Claim, if known, and assigns or Sellermethod of computation thereof, respectively) from whom and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is sought (claimed or arises In the “Indemnifying Party”) of the assertion event of any claim, litigation, investigation or proceeding asserted or threatened against the commencement Indemnitee by any third party which is reasonably likely to give rise to a Claim against the Indemnitor hereunder, the Indemnitee shall give prompt notice to the Indemnitor within thirty (30) days after receipt by the Indemnitee of any actionnotice of such Claim, suit stating the nature and basis of such claim, litigation, investigation or proceedingproceeding and the amount thereof, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably requestreasonable detail, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that then known by the Indemnifying Party has suffered actual prejudice therebyIndemnitee. The Indemnifying Party shall have A Claim not involving a third party may be asserted by the right, exercisable Indemnitee by written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party Indemnitor. Failure of the commencement Indemnitee to provide any such notice to the Indemnitor shall not relive the Indemnitor of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder its obligations except to the extent (a “Third Party Claim”), to assume if any) that the defense of such Third Party ClaimIndemnitor shall have been prejudiced thereby.

General Indemnification Procedures. (ia) The Seller or Purchaser A party seeking indemnification pursuant to this Section (an “Indemnified Party”) shall give prompt notice notice, in accordance with Section 10.02(b)(i) or Section 10.03(b)(i), as applicable, to the other party (either Purchaser its successors and assigns or Seller, respectively) Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, claim for Indemnifiable Damages or the commencement of any action, suit or proceedingProceeding, in respect of which indemnity may be sought hereunder 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 only (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The If any Indemnifying Party shall have the right, exercisable by written notice be obligated to the indemnify an Indemnified Party within 30 days of receipt of notice from the hereunder, such Indemnifying Party shall pay to such Indemnified Party of the commencement of or assertion of any claim or actionamount to which such Indemnified Party shall be entitled, suit or proceeding by a third party in subject to this Section 10.04 (with respect of which indemnity may be sought hereunder (a “to Third Party Claim”), to assume the defense of such Third Party ClaimClaims) and Section 14.18.