Common use of NOTICE; DEFENSE OF CLAIM Clause in Contracts

NOTICE; DEFENSE OF CLAIM. (a) If any party entitled to indemnification under Section 10.3 or Section 10.4 (which for purposes of this Section 10.6 shall include the Surviving Corporation and Parent) (the "Indemnified Party") shall receive notice or otherwise learn of the assertion by any other Person of any claim or of the commencement by any such Person of any action (a "Third Party Claim") with respect to which a party may be obligated to provide indemnification pursuant to Section 10.3 or Section 10.4 (the "Indemnifying Party"), such Indemnified Party shall give written notice thereof to the Indemnifying Party within ten (10) business days after becoming aware of such Third Party Claim; provided, however, that the failure of any Indemnified Party to give notice as provided in this Section 10.6 shall not relieve the Indemnifying Party of its obligations under Section 10.3 or Section 10.4, as the case may be, except to the extent that the Indemnifying Party actually is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Damages

NOTICE; DEFENSE OF CLAIM. (a) If any party entitled to indemnification under Section 10.3 7.2 or Section 10.4 (which for purposes of this Section 10.6 shall include the Surviving Corporation and Parent) 7.3 (the "Indemnified Party") shall receive notice or otherwise learn of the assertion by any other Person person or entity of any claim or of the commencement by any such Person person or entity of any action (a "Third Party Claim") with respect to which a party may be obligated to provide indemnification pursuant to Section 10.3 7.2 or Section 10.4 7.3 (the "Indemnifying Party"), such Indemnified Party shall give written notice thereof to the Indemnifying Party within with ten (10) business days after becoming aware of such Third Party Claim; provided, however, that the failure of any Indemnified Party to give notice as provided in this Section 10.6 7.4 shall not relieve the Indemnifying Party of its obligations under Section 10.3 7.2 or Section 10.47.3, as the case may be, except to the extent that the Indemnifying Party actually is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the DamagesDamages that has been or may be sustained by such Indemnified Party. Thereafter, such Indemnified Party shall deliver to the Indemnified Party within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to the Third Party Claim (including court papers).

NOTICE; DEFENSE OF CLAIM. (a) If any party entitled to indemnification under Section 10.3 or Section 10.4 (which for purposes of this Section 10.6 10.5 shall include the Surviving Corporation and Parent) (the "Indemnified Party") shall receive notice or otherwise learn of the assertion by any other Person of any claim or of the commencement by any such Person of any action (a "Third Party Claim") with respect to which a party may be obligated to provide indemnification pursuant to Section 10.3 or Section 10.4 (the "Indemnifying Party"), such Indemnified Party shall give written notice thereof to the Indemnifying Party within ten (10) business days after becoming aware of such Third Party ClaimClaim (provided, that any notice to the Company Stockholders shall be provided to the Stockholders' Agent) (the "Indemnification Notice"); provided, however, that the failure of any Indemnified Party to give notice as provided in this Section 10.6 10.5 shall not relieve the Indemnifying Party of its obligations under Section 10.3 or Section 10.4, as the case may be, except to the extent that the Indemnifying Party actually is prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the DamagesDamages that has been paid or reasonably expects to pay or incur (in accordance with GAAP) by such Indemnified Party. Thereafter, such Indemnified Party shall deliver to the Indemnifying Party within 5 business days after the Indemnified Party's receipt