Notice and Defense of Third Party Claims. Promptly following the earlier of (A) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure of the Indemnified Party to give notice as provided in this Section 3.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail.
Appears in 3 contracts
Samples: Initial Public Offering Agreement (Insilicon Corp), Initial Public Offering Agreement (Phoenix Technologies LTD), Initial Public Offering Agreement (Insilicon Corp)
Notice and Defense of Third Party Claims. Promptly following the earlier of (A) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure The failure of the Indemnified Party to give notice as provided in this Section 3.5 4.4 shall not relieve the Indemnifying Party of its obligations under this Agreementagreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detaildetail and shall indicate the amount of the Loss that has been or will be sustained by the Indemnified Party.
Appears in 3 contracts
Samples: Separation Agreement (HFS Inc), Separation Agreement (Avis Rent a Car Inc), Separation Agreement (Avis Rent a Car Inc)
Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (Aa) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party Party, or (Bb) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure The failure of the Indemnified Party to give notice as provided in this Section 3.5 4.04 shall not relieve the Indemnifying Party of its obligations under this Agreementagreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detaildetail and shall indicate the amount of the Indemnifiable Loss that has been or will be sustained by the Indemnified Party.
Appears in 2 contracts
Samples: Distribution Agreement (Manor Care Inc/New), Separation Agreement (Olsten Corp)
Notice and Defense of Third Party Claims. Promptly following the earlier of (A) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure of the Indemnified Party to give notice as provided in this Section 3.5 4.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail.
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Notice and Defense of Third Party Claims. Promptly ---------------------------------------- following the earlier of (A) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party ----------- Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure of the Indemnified Party to give notice as provided in this Section 3.5 4.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail.
Appears in 1 contract
Notice and Defense of Third Party Claims. (a) Promptly following the earlier of (Aa) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (Bb) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure The failure of the Indemnified Party to give notice as provided in this Section 3.5 4.04 shall not relieve the Indemnifying Party of its obligations under this Agreementagreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detaildetail and shall indicate the amount of the Indemnifiable Loss that has been or will be sustained by the Indemnified Party.
Appears in 1 contract
Samples: Distribution Agreement (Choice Hotels Holdings Inc)