Common use of NOTICE AND PROCEDURE IN CONNECTION WITH THIRD PARTY CLAIMS Clause in Contracts

NOTICE AND PROCEDURE IN CONNECTION WITH THIRD PARTY CLAIMS. If any party has a claim for indemnification hereunder (such party, an "Indemnitee") arising out of any claim or liability which is asserted or threatened against it, or any action, suit or proceeding is commenced by any third party against any Indemnitee which might result in any indemnification obligations hereunder on behalf of any other party (such other party, an "Indemnitor"), such Indemnitee shall, within twenty (20) business days from the receipt of same, give written notice thereof to each such Indemnitor together with a brief statement of the basis of the claim and a copy of any complaint or other documents relating to such claim, provided, however, that failure to give such notice within such twenty (20) business day period shall not affect the liability of Indemnitor hereunder unless the failure to give such notice within such period materially and adversely affects Indemnitor's ability to defend against the claim giving rise to Indemnitee's claim for indemnification or to cure the default giving rise to such claim. Within twenty (20) days from receipt of such notice, the Indemnitor shall give the Indemnitee written notice as to whether the Indemnitor elects to contest any such claim or liability; provided, however, that during the interim, the Indemnitee shall be entitled to take reasonable action (which shall not include settlement) with respect to such claim which it deems necessary to protect against further damage or default with respect thereto. If an Indemnitor elects to contest any such claim or liability, it shall be at the cost and expense of the Indemnitor and using professionals chosen by the Indemnitor. The Indemnitee may participate in the defense of any claim or liability that an Indemnitor has elected to contest, but such participation shall be at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Indemnitee with respect to such claim, including any settlement, subject to the Indemnitor's right to contest the underlying obligation to indemnify the Indemnitee.

NOTICE AND PROCEDURE IN CONNECTION WITH THIRD PARTY CLAIMS. If any party has a claim for indemnification hereunder (such party, an "Indemnitee") arising out of any claim or liability which is asserted or threatened against it, or any action, suit or proceeding is commenced by any third party against any Indemnitee which might result in any indemnification obligations hereunder on behalf of any other party (such other party, an "Indemnitor"), such Indemnitee shall, within twenty (20) business days from the receipt of same, give written notice thereof to each such Indemnitor together with a brief statement of the basis of the claim and a copy of any complaint or other documents relating to such claim, provided, however, that failure to give such notice within such twenty (20) business day period shall not affect the liability of Indemnitor hereunder unless the failure to give such notice within such period materially and adversely affects Indemnitor's ability to defend against the claim giving rise to Indemnitee's claim for indemnification or to cure the default giving rise to such claim. Within twenty (20) days from receipt of such notice, the Indemnitor shall give the Indemnitee written notice as to whether the Indemnitor elects to contest any such claim or liability; provided, however, that during the interim, the Indemnitee shall be entitled to take reasonable action (which shall not include settlement) with respect to such claim which it deems necessary to protect against further damage or default with respect thereto. If an Indemnitor elects to contest any such claim or liability, it shall be at the cost and expense of the Indemnitor and using professionals chosen by the Indemnitor. The Indemnitee may participate in the defense of any claim or liability that an Indemnitor has elected to contest, but such participation shall be at its own expense. If the Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Indemnitee with respect to such claim, including any settlement, subject to the Indemnitor's right to contest the underlying obligation to indemnify the Indemnitee.