Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify either Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either Party any Person entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") that is reasonably expected to give rise to a claim for indemnification against the other Party General Partner or Subscriber, as applicable (the “"Indemnifying Party”") under this Section 8Thirteenth, then the Indemnified Party shall promptly (and in any event within five (5) business days ten Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s 's failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 89, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either Party any Person entitled to indemnification hereunder (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to give rise to a claim for indemnification against the other a Party (the “Indemnifying Party”) under this Section Article 8, then the Indemnified Party shall promptly (and in any event within five (5) business days Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If i)If any third party shall notify either Party any Person entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") that is reasonably expected to give rise to a claim for indemnification against the other Party General Partner or Subscriber, as applicable (the “"Indemnifying Party”") under this Section 8Thirteenth, then the Indemnified Party shall promptly (and in any event within five (5) business days ten Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s 's failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”) that is reasonably expected to "THIRD PARTY CLAIM" which may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Section 8section 9, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. Failure to notify writing within ten (10) days after the Indemnifying Indemnified Party shall not relieve the Indemnifying Party of any liability has Knowledge thereof, provided, however, that it may have to the Indemnified Party, except 's failure timely to the extent the defense of provide such claim is materially prejudiced by notice shall not bar the Indemnified Party’s 's right to indemnification hereunder if the Indemnified Party can establish that such failure has not materially prejudiced the Indemnifying Party's ability to give such notice, including having defend the effect of tolling claim or suspending the statute of limitations applicable to such claimproceeding.

Matters Involving Third Parties. (ia) If subsequent to the Closing any third party shall notify either an Indemnified Party (the “Indemnified Party”) with respect to any matter claim, complaint, or the commencement of any audit, investigation, action or proceeding (a “Third Party Claim”) that is reasonably expected to which may give rise to a claim for indemnification against the other Indemnifying Party (the “Indemnifying Party”) under this Section Article 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure writing of the Third Party Claim together with a statement of any available information regarding such Third Party Claim; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such Third Party Claim only to the extent that such failure to notify the Indemnifying Party shall not relieve materially prejudices the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable with respect to such claimThird Party Claim.

Matters Involving Third Parties. (ia) If any third party shall notify either any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to which may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8Article VII, then the Indemnified Party shall promptly (and in any event within five (5) business days Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. Failure , describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Partyits obligations hereunder, except if the Indemnifying Party is materially damaged or prejudiced thereby and only to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling material damage or suspending the statute of limitations applicable to such claimprejudice.

Matters Involving Third Parties. (i) If any third party shall notify either Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") that is reasonably expected to give rise to a claim for indemnification against the other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Section 8, then the Indemnified Party shall promptly (and in any event within the later of five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s 's failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either notifies any Party (the “"Indemnified Party”") with respect to any matter (a “Third "Third-Party Claim”") that is reasonably expected to which may give rise to a claim for indemnification against the any other Party (the “"Indemnifying Party”") under this Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Third-Party Claim) notify the each Indemnifying Party thereof in writing. Failure to notify ; provided, however, that no delay on the part of an Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except of its obligations hereunder unless and then solely to the extent that the defense of such claim Indemnifying Party is materially irrevocably prejudiced by such delay. The notice shall include a description of the Indemnified Party’s failure Third-Party Claim and copies of all documents relating to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (ia) If any third party shall notify either any Party (the “Indemnified PartyPerson”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to which may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party Person shall promptly (and in any event within five fifteen (515) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. Failure , but the failure to notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that it may have to the any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such claim action is materially prejudiced by the Indemnified Indemnifying Party’s failure to give such receive timely notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (i) If any third party shall notify either any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8Article 9, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (ia) If any third party shall notify either any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to which may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8Article 10, then the Indemnified Party shall promptly (and in any event within five (5) business days Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. Failure , describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party provide such notice shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Partyits obligations hereunder, except to the extent the defense of that such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having notice shall prejudice any defense or claim available to the effect of tolling or suspending the statute of limitations applicable to such claimIndemnifying Party.

Matters Involving Third Parties. (i) If any third party shall notify either any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") that is reasonably expected to which may give rise to a claim for indemnification against the other Party (the “"Indemnifying Party”") under this Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days Business Days after receiving written notice of the Third Party Claim; provided that the failure of the Indemnified Party to provide such notice within such five Business Day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure to provide such notice) notify the Indemnifying Party thereof in writing. Failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim.

Matters Involving Third Parties. (ia) If any a Purchaser Indemnitee or a Seller Indemnitee (collectively and individually, an "Indemnified Party") receives notice from a third party shall notify either Party (the “Indemnified Party”) with respect to any of a matter (a “"Third Party Claim”") that is reasonably expected to which may give rise to a claim for indemnification against the other Party a party (the “an "Indemnifying Party”) under this Section 8"), then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving give prompt notice of the Third Party Claim) notify thereof to the Indemnifying Party thereof in writing. Failure ; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party it of any liability that it may have to the any Indemnified Party, Party except to the extent (and then solely to the extent) that the Indemnifying Party demonstrates that the defense of such claim action is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claimthereby.

Matters Involving Third Parties. (ia) If any third party shall notify either any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") that is reasonably expected to may give rise to a right to claim for indemnification against the any other Party (the “"Indemnifying Party”") under this Section 88.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure to notify writing (the "Claim Notice"); provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of from any liability that it may have obligation hereunder unless (and then solely to the Indemnified Party, except extent) the Indemnifying Party is adversely affected in its ability to the extent the defense of defend against such claim Claim or is materially otherwise prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claimthereby.

Matters Involving Third Parties. (i) If any third party shall notify either notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to may give rise to a claim for indemnification against the other another Party (the “Indemnifying Party”) under this Section 8, then then, as a condition precedent to the Indemnifying Party’s obligations with respect to said Third Party Claim under this Section 8, the Indemnified Party shall will promptly (and in any event within five (5) business days 10 Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure ; provided, however, that the failure to notify the Indemnifying Party timely give such notice shall not relieve result in any loss by the Indemnifying Indemnified Party of any liability that it may have its rights to the Indemnified Party, indemnification hereunder except to the extent the defense of such claim is materially prejudiced by the Indemnified Indemnifying Party’s failure ability to give defend against such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claimThird Party Claim is thereby prejudiced.

Matters Involving Third Parties. (ia) If Subject to the limitation listed in Sections 8.1, 8.2, and 8.3, if any third party shall notify either any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. Failure to notify Such notice shall be given within thirty (30) days of receiving written notice by such third party of such possible claim. Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except from their obligation unless (and then solely to the extent that) the defense of such claim Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claimprejudiced.

Matters Involving Third Parties. (ia) If any third party shall notify either a Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that is reasonably expected to which may give rise to a claim for indemnification against the a other Party (the “Indemnifying Party”) under this Section Article 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. Failure ; provided that the failure to so notify the an Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, its obligations hereunder except to the extent that (and only to the defense of extent that) such claim failure shall have caused the damages for which the Indemnifying Party is materially prejudiced by obligated to be greater than such damages would have been had the Indemnified Party’s failure to give such notice, including having Party given the effect of tolling or suspending the statute of limitations applicable to such claimIndemnifying Party prompt notice hereunder.