Common use of Notice and Defense of Third Party Claims Clause in Contracts

Notice and Defense of Third Party Claims. (a) If an Indemnified Party seeks indemnification under this Article 10 with respect to any Proceeding or other claim brought against it by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice of such Third-Party Claim describing (i) the facts giving rise to any claim for indemnification hereunder and (ii) the amount or method of computation of the amount of such claim, in each case to the extent known, and shall provide any other reasonable information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to any such Third-Party Claim, the Indemnifying Party shall be entitled, at its sole cost and expense, (i) to participate in the defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue control of the defense of any Third-Party Claim if such Third-Party Claim (I) seeks non-monetary relief,

Notice and Defense of Third Party Claims. (a) If an Indemnified either Party seeks indemnification Indemnification under this Article 10 Section 9.7 with respect to any Proceeding or other claim brought against it by a third party (a “Third-Party Claim”), such the Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice of such Third-Party Claim Claim, describing (i) the facts giving rise to any claim for indemnification hereunder and (ii) Third-Party Claim, the amount or method of computation thereof (if known and quantifiable), and the basis thereof, together with a copy of the amount of such claim, in each case to the extent known, and shall provide any other reasonable information with respect thereto as the Indemnifying Third-Party may reasonably requestClaim; provided, however, provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to any such Third-Party Claim, the Indemnifying Party shall be entitled, at its sole cost and expense, (i) to participate in the defense of such Third-Party Claim giving rise which, if adversely determined, would entitle the Indemnified Party to Indemnification under this Section 9.7, the Indemnified Party may defend against, and with the written consent of the Indemnifying Party, which consent may not be unreasonably withheld, delayed or conditioned, may consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate, and the fees and disbursements of the Indemnified Party’s claim for indemnification or (ii) counsel shall be at its option (subject to the limitations set forth below), to assume control expense of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue control of the defense of any Third-Party Claim if such Third-Party Claim (I) seeks non-monetary relief,Party.‌

Notice and Defense of Third Party Claims. (a) If any third party shall notify any party hereto that is or may be entitled to indemnification hereunder (an "Indemnified Party") with respect to any matter (a "Third Party seeks Claim") which may give rise to a claim for indemnification under this Article 10 IX against any of the parties who are or may be obligated to provide indemnification to the Indemnified Party with respect thereto (collectively, the parties who are or may be obligated to any Proceeding or other claim brought against it by a third party (a “Third-Party Claim”provide indemnification are the "Indemnifying Parties"), such then the Indemnified Party shall promptly give written notice to notify in writing each of the Indemnifying Party after receiving written notice of such Third-Party Claim describing (i) the facts giving rise to any claim for indemnification hereunder and (ii) the amount or method of computation Parties of the amount of such claim, in each case to the extent known, and shall provide any other reasonable information with respect thereto as the Indemnifying Third Party may reasonably requestClaim; provided, however, that any failure to so notify or any no delay on the part of the Indemnified Party in notifying the Indemnifying Party Parties shall not relieve the Indemnifying Party of its obligations hereunder, except Parties from any obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party is materially prejudiced by Parties are thereby prejudiced; and provided, further, that only one such failure or delay. With notification need be provided to the Indemnifying Parties with respect to any such Third-Party Claim, the Indemnifying Party shall be entitled, at its sole cost and expense, (i) to participate in the defense of such Third-a Third Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue control regardless of the defense number of any Third-Party Claim if such Third-Party Claim (I) seeks non-monetary relief,Indemnified Parties involved.

Notice and Defense of Third Party Claims. (a) If an Indemnified Party seeks indemnification under this Article 10 with respect to any Proceeding or other claim brought against it Promptly following the earlier of (i) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (ii) receipt of 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 Article VI of this Agreement (a “Third-"Third Party Claim”"), such the Indemnified Party shall promptly give written notice to the Indemnifying Party after receiving written notice of such Third-Party Claim describing (i) the facts giving rise to any claim for indemnification hereunder and (ii) the amount or method of computation thereof. The failure of the amount of such claim, Indemnified Party to give notice as provided in each case to the extent known, and shall provide any other reasonable information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that any failure to so notify or any delay in notifying the Indemnifying Party this Section 7.2 shall not relieve the Indemnifying Party of its obligations hereunderunder this Agreement, except to the extent that the Indemnifying Party is materially prejudiced by such failure or delayto give notice. With respect to any Within thirty (30) days after receipt of such Third-Party Claimnotice, the Indemnifying Party shall be entitledby giving written notice thereof to the Indemnified Party, (i) acknowledge, as between the parties hereto, liability for, and at its option, assumption of the defense of such Third Party Claim at its sole cost and expense, (i) to participate in the defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification expense or (ii) at its option (subject object to the limitations claim of indemnification set forth below), in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 7.2 setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability and electing to assume control of the defense or objecting to such defense claim and appoint lead counsel reasonably acceptable to setting forth the Indemnified Party. Notwithstanding the foregoinggrounds therefor, the Indemnifying Party shall not have the right to assume or continue control of the defense of any Third-Party Claim if such Third-Party Claim (I) seeks non-monetary relief,Party

Notice and Defense of Third Party Claims. (a) If an Indemnified Party a party seeks indemnification under this Article 10 X with respect to any Proceeding Action or other claim brought against it by a third party (a “Third-Party Claim”), such party (the “Indemnified Party Party”) shall promptly give written notice deliver a Claim Notice to the other party (the “Indemnifying Party Party”) after receiving written notice of such Third-Party Claim describing (i) the facts giving rise to any claim for indemnification hereunder and (ii) the amount or method of computation of the amount of such claim, in each case to the extent known, and shall provide any other reasonable information with respect thereto as the Indemnifying Party may reasonably requestClaim; provided, however, provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder, hereunder except to the extent that the Indemnifying Party is materially and adversely prejudiced by such failure or delay. With respect to any such Third-Party ClaimClaim which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to this Article X, the Indemnifying Party shall be entitled, at its sole cost and expense, (i) to participate in the defense of such Third-Party Claim giving rise to the Indemnified Party’s claim for indemnification or (ii) at its option (subject to the limitations set forth below), to assume control of such defense and appoint lead counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue control of such defense if the defense of any Third-Party Claim if such Third-which the Indemnifying Party Claim (I) seeks non-monetary relief,to assume control