Common use of Indemnification Procedure – Third Party Claims Clause in Contracts

Indemnification Procedure – Third Party Claims. (a) Promptly after obtaining written notice of any matter involving a claim or Proceeding by a third party that an Indemnified Party believes may entitle such Indemnified Party to indemnification from any Indemnifying Party pursuant to this Article VI, such Indemnified Party shall provide to Parent, if Parent is the Indemnifying Party, or to Purchaser, if Purchaser is the Indemnifying Party, written notice describing such matter in reasonable detail, including, to the extent known and quantified, the nature of the matter, the basis for the claim that it is subject to indemnification and the amount and nature of the Losses each with respect thereto (a “Notice of Third Party Claim” and, together with a Notice of Direct Claim, each a “Notice of Claim”); provided, however, that the failure of an Indemnified Party to timely provide a Notice of Third Party Claim or to include any particular details in such Notice of Third Party Claim shall not relieve any Indemnifying Party from any obligation to indemnify any Indemnified Party with respect thereto, except to the extent that such Indemnified Party’s failure to provide, delay in providing, or omission of any particular detail in a Notice of Third Party Claim actually prejudices the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such matter.

Indemnification Procedure – Third Party Claims. (ai)If any Purchaser Indemnified Party or Equityholder Indemnified Party (each, an “Indemnified Party”) Promptly after obtaining written receives notice or becomes aware of the assertion of any matter involving a claim or the commencement of any Proceeding by any third party (any such claim or Proceeding by being referred to herein as a third party that an Indemnified “Third Party believes may entitle such Indemnified Party Claim”) with respect to indemnification from which any Equityholder Indemnifying Party pursuant or Purchaser (each, an “Indemnifying Party”) is or may be obligated to this Article VIprovide indemnification hereunder, such the Indemnified Party shall provide to Parent, if Parent is promptly notify the Indemnifying Party, Equityholders’ Representative (on behalf of the Equityholder Indemnified Parties) or to the Purchaser, if Purchaser as applicable, in writing (the “Third Party Claim Notice”) of the Third Party Claim describing in reasonable detail such claim and the nature and amount (to the extent the amount is known) of such Loss and the Indemnifying Party, written notice describing such matter basis (in reasonable detail, including, to the extent known and quantified, the nature of the matter, the basis ) for the claim that it is subject to indemnification and the amount and nature of the Losses each with respect thereto (a “Notice of Third Party Claim” and, together with a Notice of Direct Claim, each a “Notice of Claim”)being sought under this Agreement; provided, however, provided that the failure of an Indemnified Party to timely provide a Notice of Third Party Claim or to include any particular details in such Notice of Third Party Claim notice shall not relieve any the obligation of the Indemnifying Party from any obligation to indemnify any Indemnified Party with respect theretoprovide indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party’s failure Party shall also provide the Equityholders’ Representative (on behalf of the Equityholder Indemnified Parties) or the Purchaser, as applicable, with such information as such Persons may have or receive with respect to provide, delay in providing, or omission of any particular detail in a Notice of Third Party Claim actually prejudices (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such mattersame).

Indemnification Procedure – Third Party Claims. (a) Promptly after obtaining written If any Purchaser Indemnified Party or Equityholder Indemnified Party (each, an “Indemnified Party”) receives notice or becomes aware of the assertion of any matter involving a claim or the commencement of any Proceeding by any third party (any such claim or Proceeding by being referred to herein as a third party that an Indemnified “Third Party believes may entitle such Indemnified Party Claim”) with respect to indemnification from which any Equityholder Indemnifying Party pursuant or Purchaser (each, an “Indemnifying Party”) is or may be obligated to this Article VIprovide indemnification hereunder, such the Indemnified Party shall provide to Parent, if Parent is promptly notify the Indemnifying Party, Equityholders’ Representative (on behalf of the Equityholder Indemnified Parties) or to the Purchaser, if Purchaser as applicable, in writing (the “Third Party Claim Notice”) of the Third Party Claim describing in reasonable detail such claim and the nature and amount (to the extent the amount is known) of such Loss and the Indemnifying Party, written notice describing such matter basis (in reasonable detail, including, to the extent known and quantified, the nature of the matter, the basis ) for the claim that it is subject to indemnification and the amount and nature of the Losses each with respect thereto (a “Notice of Third Party Claim” and, together with a Notice of Direct Claim, each a “Notice of Claim”)being sought under this Agreement; provided, however, provided that the failure of an Indemnified Party to timely provide a Notice of Third Party Claim or to include any particular details in such Notice of Third Party Claim notice shall not relieve any the obligation of the Indemnifying Party from any obligation to indemnify any Indemnified Party with respect theretoprovide indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party’s failure Party shall also provide the Equityholders’ Representative (on behalf of the Equityholder Indemnified Parties) or the Purchaser, as applicable, with such information as such Persons may have or receive with respect to provide, delay in providing, or omission of any particular detail in a Notice of Third Party Claim actually prejudices (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the ability of Parent, if Parent is the Indemnifying Party, or Purchaser, if Purchaser is the Indemnifying Party, to defend against or contest such mattersame).