Common use of Indemnification Procedures; Defense of Third Party Claims Clause in Contracts

Indemnification Procedures; Defense of Third Party Claims. (a) Any Buyer Indemnified Party or Seller Indemnified Party entitled to make a claim for indemnification under Sections 8.02 or 8.03 (an “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) in writing of the assertion or commencement of any claim or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement against such Indemnitee that the Indemnitee has determined would reasonably be expected to give rise to such right of indemnification (a “Third Party Claim”), describing in reasonable detail (to the extent known) the facts and circumstances with respect to the subject matter of such claim or Proceeding; provided, that the failure to provide such notice shall not release the Indemnitor from any of its obligations under this Article 8 except to the extent the Indemnitor is materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 8.01 for such representation, warranty, covenant or agreement.

Indemnification Procedures; Defense of Third Party Claims. (ac) Any Buyer Indemnified Party or Seller Indemnified Party that may be entitled to make a claim for indemnification under Sections 8.02 or 8.03 (an “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) in writing of the assertion or commencement of any claim threatened in writing or Proceeding otherwise asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement against such the Indemnitee that the Indemnitee has determined has given or would reasonably be expected to give rise to such right of indemnification (a “Third Party Claim”), describing in reasonable detail (to the extent knownthen known by Indemnitee) the facts and circumstances with respect to the subject matter of such claim or Proceedingdemand; provided, that the failure to provide such notice shall not release relieve the Indemnitor from any of its obligations under this Article 8 except to the extent the Indemnitor is materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 8.01 for such representation, warranty, covenant or agreement. This Section 8.05(a) shall not apply with respect to any Pre-Closing Tax Claim or Straddle Tax Claim, which shall be governed exclusively by Section 10.01(e).

Indemnification Procedures; Defense of Third Party Claims. (a) Any Buyer Except for Tax Claims to which Section 10.03(h) applies, any Parent Indemnified Party or Seller Securityholder Indemnified Party entitled to make making a claim for indemnification under Sections 8.02 or 8.03 (an “Indemnitee”) shall promptly notify the indemnifying party (the an “Indemnitor”) and the Representative (on behalf of the Securityholders), if applicable, in writing of the assertion any pending or commencement of any threatened claim or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement against such Indemnitee demand that the Indemnitee has determined determined, has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnitee, such claim being a “Third Party Claim”), describing in reasonable detail (to the extent known) the facts and circumstances with respect to the subject matter of such claim or Proceedingdemand; provided, that the failure to provide such notice shall not release the Indemnitor from any of its obligations under this Article 8 VIII except to the extent the Indemnitor is materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 8.01 for such representation, warranty, covenant or agreement.

Indemnification Procedures; Defense of Third Party Claims. (a) Any Buyer Indemnified Party or Seller Indemnified Party that may be entitled to make a claim for indemnification under Sections 8.02 or 8.03 (an “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) in writing of the assertion or commencement of any claim threatened in writing or Proceeding otherwise asserted by any Person who is not a third party to this Agreement or an Affiliate of a party to this Agreement against such the Indemnitee that the Indemnitee has determined has given or would reasonably be expected to give rise to such right of indemnification (a “Third Party Claim”), describing in reasonable detail (to the extent knownthen known by Indemnitee) the facts and circumstances with respect to the subject matter of such claim or Proceedingdemand; provided, that the failure to provide such notice shall not release relieve the Indemnitor from any of its obligations under this Article 8 except to the extent the Indemnitor is materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 8.01 for such representation, warranty, covenant or agreement. This Section 8.05(a) shall not apply with respect to any Pre-Closing Tax Claim or Straddle Tax Claim, which shall be governed exclusively by Section 10.01(e).