Common use of Indemnification Procedure; Notice of Indemnification Claim Clause in Contracts

Indemnification Procedure; Notice of Indemnification Claim. If any of Indemnitee is entitled to defense or indemnification under any other provision in this Agreement (each, an “Indemnification Claim”), the Seller shall not be obligated to defend, indemnify and hold harmless such Indemnitee unless and until such Indemnitee provides written notice to Seller promptly after such Indemnitee has actual knowledge of any facts or circumstances on which such Indemnification Claim is based or, with respect to any claim, demand, lawsuit, arbitration or other legal or administrative action or proceeding brought against the Indemnitee by a person which is not an affiliate the Indemnitee (a “Third-Party Claim”) for which indemnification is sought, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to such Indemnification Claim.

Indemnification Procedure; Notice of Indemnification Claim. If any of Indemnitee is entitled to defense or indemnification under any other provision in this Agreement (each, an “Indemnification Claim”), the Seller shall not be obligated to defend, indemnify and hold harmless such Indemnitee unless and until such Indemnitee provides written notice to Seller promptly after such Indemnitee has actual knowledge of any facts or circumstances on which such Indemnification Claim is based or, with respect to any claim, demand, lawsuit, arbitration or other legal or administrative action or proceeding brought against the Indemnitee by a person which is not an affiliate Affiliate of the Indemnitee (a “Third-Party Claim”) for which indemnification is sought, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to such Indemnification Claim.