Common use of Indemnification Procedures for Non-Third Party Claims Clause in Contracts

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly after its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement; provided, however, that failure to deliver a Claims Notice promptly shall not affect the indemnification provided under this Article 11, except, and only, to the extent the Indemnitor is actually and materially prejudiced as a result of such failure. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly after upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also (i) state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) the date such item was paid or accrued; providedprovided that, howeversubject to Section 12.3(f), that the failure of the Parent Indemnitee to deliver a Claims Notice promptly notify Stockholders’ Representative shall not affect relieve the indemnification provided under this Article 11, except, Stockholders from Liability for such claims except and only, only to the extent that the Indemnitor is Stockholders were actually and materially prejudiced as a result of by such failuredelay. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly after upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also (i) state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) the date such item was paid or accrued; providedprovided that, howeversubject to Section 11.3(e), that the failure of the Buyer Indemnitee to deliver a Claims Notice promptly notify Sellers’ Representative shall not affect relieve the indemnification provided under this Article 11, except, Sellers from Liability for such claims except and only, only to the extent that the Indemnitor is Sellers were actually and materially prejudiced as a result of by such failuredelay. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Arriver Indemnitee or Non-Arriver Indemnitee, as applicable, will deliver a Claims Notice to the Indemnitor promptly after upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement; provided, however, that failure to deliver a Claims Notice promptly shall give such notification will not affect waive the indemnification provided under this Article 11, except, and only, hereunder except to the extent that such failure to give such notification results in (a) the forfeiture by the Indemnitor is actually of rights and materially prejudiced as a result of defenses otherwise available to the Indemnitor with respect to such failureclaim or (b) prejudice to the Indemnitor with respect to such claim. The Arriver Indemnitee or Non-Arriver Indemnitee, as applicable, shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, all at the Indemnitor’s sole cost and expense.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to notify the Indemnitor in writing promptly after of its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also state Claim (provided that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement; provided, however, that failure to deliver a Claims Notice promptly shall give such notice will not affect the indemnification provided under this Article 11obligations set forth herein except to the extent (and only to the extent) that the Indemnitor is materially prejudiced by such failure), except, which Claim Notice shall state in reasonable detail the nature and onlybasis of the claim and the amount thereof, to the extent known, as well as the basis for indemnification sought. In the event that the Indemnitor is actually and materially prejudiced as a result does not notify the Indemnitee that it disputes such claim within 60 days from receipt of such failureClaim Notice, the claim specified therein shall be deemed a liability of the Indemnitor hereunder (subject to the limitations set forth in this Article XI, as applicable). The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing commercially reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly after upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement; provided, however, provided that failure to deliver a Claims Notice promptly shall give such notification will not affect the indemnification provided under this Article 11, except, and only, hereunder except to the extent that such failure to give such notification results in material prejudice to the Indemnitor is actually and materially prejudiced as a result of with respect to such failureclaim. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such mattersmatters (if the Indemnitee incurs a Loss with respect to the matter in question for which the Indemnitee is otherwise finally determined to be entitled to indemnification pursuant to this Article XII, all at the Indemnitor’s sole cost and expense).

Indemnification Procedures for Non-Third Party Claims. The Indemnitee will deliver a Claims Notice to the Indemnitor promptly after upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also (a) state that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) the date such item was paid or accrued; provided, howeverthat, that subject to Section 10.3(e), the failure of the Indemnitee to deliver a Claims Notice promptly notify Indemnitor shall not affect relieve the indemnification provided under this Article 11, except, Indemnitor from liability for such claims except and only, only to the extent that the Indemnitor is was actually and materially prejudiced as a result of by such failuredelay. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedures for Non-Third Party Claims. The Except as otherwise provided in Section 7.9(b), the Indemnitee will deliver a Claims Notice to the Indemnitor promptly after upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim, which Claims Notice shall also state (to the extent then known) (a) that the Indemnitee has paid or properly accrued Losses or reasonably anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) if paid or accrued, the date such item was paid or accrued; provided, however, that failure to deliver a Claims Notice promptly give such notice shall not affect relieve the indemnification provided under this Article 11, except, and only, Indemnitor of its obligations hereunder except to the extent the Indemnitor is shall have been actually and materially prejudiced as a result of by such failure. The Indemnitee shall reasonably cooperate and assist the Indemnitor in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.