Common use of Notice and Opportunity to Defend Third Party Claims Clause in Contracts

Notice and Opportunity to Defend Third Party Claims. (A) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, or circumstance which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Section 7.1 or 7.2 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.

Notice and Opportunity to Defend Third Party Claims. (Aa) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Section 7.1 6.2 or 7.2 6.3 (collectively, the "Indemnifying Party"); provided, however, that the failure to give such notice shall not affect the obligations of any Indemnifying Party hereunder except to the extent it is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.

Notice and Opportunity to Defend Third Party Claims. (Aa) --------------------------------------------------- Promptly after receipt by by, or knowledge of, any party hereto (the "Indemnitee") ---------- of notice of any demand, claim, Claim or circumstance which would or might give rise to a claim Claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, ------------------ the Indemnitee shall give prompt notice thereof (the "Claims Notice") to the ------------- party or parties obligated to provide indemnification pursuant to Section 7.1 7.2 or 7.2 7.3 (collectively, the "Indemnifying Party"). The Claims Notice shall describe ------------------ the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.

Notice and Opportunity to Defend Third Party Claims. (Aa) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance from any third party or parties which would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Section 7.1 6.2 or 7.2 6.3 (collectively, the "Indemnifying Party")) no later than five (5) business days after an executive officer of the Indemnitee became aware of such Asserted Liability, it being agreed that the failure to give such notice on a timely basis shall affect the obligations of the Indemnifying Party hereunder only to the extent it is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.

Notice and Opportunity to Defend Third Party Claims. (Ai) Promptly after receipt by any party Party hereto (the "Indemnitee") of notice of any demand, claim, claim or circumstance which would or might give rise to a claim by, or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (an "Asserted Liability") that may result in a Loss), the Indemnitee shall give prompt written notice thereof (the "Claims Notice") to the party or parties Party obligated to provide indemnification pursuant to Section 7.1 Sections VII(A) or 7.2 VII(B) (collectively, the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure of the Indemnitee to notify provide a Claims Notice to the Indemnifying Party timely or in as herein provided shall not relieve the manner described hereunder shall preclude indemnification otherwise available Indemnifying Party of it obligations under this Section VII, unless and then only if and to the extent that the Indemnifying Party is actually materially prejudiced therebyby such failure.

Notice and Opportunity to Defend Third Party Claims. (Aa) Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claimClaim, circumstance or circumstance Tax Audit which would or might give rise to a claim Claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an the "Asserted Liability") that may result in a Loss, the Indemnitee shall give prompt written notice thereof (the "Claims Notice") to the party or parties obligated to provide indemnification pursuant to Section 7.1 10.2 or 7.2 10.3 hereof (the "Indemnifying Party"), but the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party's failure to give such notice. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.

Notice and Opportunity to Defend Third Party Claims. (Aa) --------------------------------------------------- Promptly after receipt by any party hereto (the "Indemnitee") of notice of any ---------- demand, claim, Claim or circumstance which would or might give rise to a claim Claim, or after gaining knowledge thereof, or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted -------- Liability") that may result in a Loss, the Indemnitee shall give prompt notice --------- thereof (the "Claims Notice") to the party or parties obligated to provide ------------- indemnification pursuant to Section 7.1 7.2 or 7.2 7.3 (collectively, the "Indemnifying ------------ Party"). The Claims Notice shall describe the Asserted Liability in reasonable ----- detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The failure to notify the Indemnifying Party timely or in the manner described hereunder shall preclude indemnification otherwise available only if and to the extent that the Indemnifying Party is actually prejudiced thereby.