Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens or asserts any Action that may give rise to Losses for which a Party (an “Indemnifying Party”) may be liable for indemnification under this Article IX (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”). The failure of an Indemnified Party to give a timely and adequate Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body Authority institutes, threatens or asserts any Action that may give rise to Losses for which a Party party (an “Indemnifying Party”) may be liable for indemnification under this Article IX X (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”). The Indemnifying Party shall be relieved of its indemnification obligations under this Article X only if (and then only to the extent that) it is actually prejudiced by the failure of an the Indemnified Party Parties to give provide a timely and adequate Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the Indemnifying Party is actually prejudiced by such failureNotice.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body Authority institutes, threatens or asserts any Action that may give rise to Losses for which a Party party (an “Indemnifying Party”) may be liable for indemnification under this Article IX X (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”). The Indemnifying Party shall be relieved of its indemnification obligations under this Article X only if (and then only to the extent that) it is actually prejudiced by the failure of an the Indemnified Party Parties to give provide a timely and adequate Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the Indemnifying Party is actually prejudiced by such failureNotice.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens institutes or asserts any Action that may give rise to Losses for which a Party (an “"Indemnifying Party”") may be liable for indemnification under this Article IX X (a “"Third-Party Claim”") or (ii) any Person that may be entitled to indemnification under this Agreement (an “"Indemnified Party”") shall have desires to make a claim not involving a Third-Party Claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses to the extent they are ascertainable (a “"Claim Notice”"). The failure of an Indemnified Indemnifying Party to give a timely and adequate Claim Notice shall not relieve the Indemnifying Party be relieved from any of its indemnification obligations under this Article IX X as a result of a failure of the Indemnified Party to provide a Claim Notice, except to the extent that the Indemnifying Party it is actually materially prejudiced by such failure.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body Authority institutes, threatens or asserts any Action that may give rise to Losses for which a Party party (an “Indemnifying Party”) may be liable for indemnification under this Article IX X (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement Article X (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”). The Indemnifying Party shall be relieved of its indemnification obligations under this Article X only to the extent that it is prejudiced by the failure of an the Indemnified Party Parties to give provide a timely and adequate Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the Indemnifying Party is actually prejudiced by such failureNotice.

Notice of Claim; Defense. (a) If (i) any nonthird-affiliated third party or Governmental Body institutes, threatens institutes or asserts any Action claim, demand, investigation, audit in respect of Tax liability, action or proceeding (each of the foregoing, a "Proceeding") that may give rise to Losses for which a Party party (an “"Indemnifying Party”") may be liable for indemnification under this Article IX VIII (a “"Third-Party party Claim”") or (ii) any Person entitled to indemnification under this Agreement (an “"Indemnified Party”") shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party party Claim, then then, in case of clause (i) or (ii), the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses Liabilities (a “"Claim Notice”"). The Indemnifying Party shall be relieved of its indemnification obligations under this Article VIII to the extent that it is prejudiced by the failure of an the Indemnified Party Parties to give provide a timely and adequate Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent that the Indemnifying Party is actually prejudiced by such failureNotice.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens institutes or asserts any Action Proceeding that may give rise to Losses for which a Party person (an “Indemnifying Party”) may be liable for indemnification under this Article IX (a “Third-Third Party Claim”) or (ii) any Person person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Third Party Claim (a “Direct Claim”), then then, in case of clause (i) or (ii), the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of and, to the extent then known, the amount of all related Losses Liabilities (a “Claim Notice”). The failure of In the event an Indemnified Party fails to give provide a timely and adequate Claim Notice shall not relieve Notice, the Indemnifying Party shall be relieved of its indemnification obligations under this Article IX except as a result of such failure, only to the extent that the Indemnifying Party it is actually materially prejudiced by such failure.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body Authority institutes, threatens or asserts any Action action that may give rise to Losses for which a Party (an “Indemnifying Party”) may could reasonably expected to be liable for indemnification under this Article IX X (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then then, in the case of clause (i) or (ii), the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying (to the extent known) the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”). The ; provided, however, that any failure of an Indemnified Party to give a timely and adequate such Claim Notice or to provide any such facts or amounts shall not relieve affect the Indemnifying Party rights of its obligations under this Article IX the Indemnified Parties except to the extent that such failure actually prejudices the Indemnifying Party is actually prejudiced by such failureParty.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens or institutes asserts any Action that may give rise to Losses for which a Party (an “Indemnifying Party”) may be liable for indemnification under this Article IX XIII (a “Third-Party Claim”) or (ii) any Person that may be entitled to indemnification under this Agreement (an “Indemnified Party”) shall have desires to make a claim not involving a Third-Party Claim to be indemnified by an Indemnifying Party that does not involve a Third-Party ClaimParty, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses to the extent they are ascertainable (a “Claim Notice”). The failure of an Indemnified Indemnifying Party to give a timely and adequate Claim Notice shall not relieve the Indemnifying Party be relieved from any of its indemnification obligations under this Article IX XIII as a result of a failure of the Indemnified Parties to provide a Claim Notice except to the extent that the Indemnifying Party it is actually prejudiced by such failure.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens or institutes asserts any Action that may give rise to Losses for which a Party (an “"Indemnifying Party”") may be liable for indemnification under this Article IX XIII (a “"Third-Party Claim”") or (ii) any Person that may be entitled to indemnification under this Agreement (an “"Indemnified Party”") shall have desires to make a claim not involving a Third-Party Claim to be indemnified by an Indemnifying Party that does not involve a Third-Party ClaimParty, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses to the extent they are ascertainable (a “"Claim Notice”"). The failure of an Indemnified Indemnifying Party to give a timely and adequate Claim Notice shall not relieve the Indemnifying Party be relieved from any of its indemnification obligations under this Article IX XIII as a result of a failure of the Indemnified Parties to provide a Claim Notice except to the extent that the Indemnifying Party it is actually prejudiced by such failure.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens institutes or asserts any Action Proceeding that may give rise to Losses for which a Party person (an “Indemnifying Party”) may be liable for indemnification under Article VI or this Article IX (a “Third-Third Party Claim”) or (ii) any Person person entitled to indemnification under this Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Third Party Claim (a “Direct Claim”), then then, in case of clause (i) or (ii), the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of and, to the extent then known, the amount of all related Losses Liabilities (a “Claim Notice”). The failure of In the event an Indemnified Party fails to give provide a timely and adequate Claim Notice shall not relieve Notice, the Indemnifying Party shall be relieved of its indemnification obligations under Article VI or this Article IX except as a result of such failure, only to the extent that the Indemnifying Party it is actually prejudiced by such failure.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens institutes or asserts any Action that may give rise to Losses for which a Party (an “Indemnifying Party”) may be liable for indemnification under this Article IX X (a “Third-Party Claim”) or (ii) any Person that may be entitled to indemnification under this Agreement (an “Indemnified Party”) shall have desires to make a claim not involving a Third-Party Claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses to the extent they are ascertainable (a “Claim Notice”). The failure of an Indemnified Indemnifying Party to give a timely and adequate Claim Notice shall not relieve the Indemnifying Party be relieved from any of its indemnification obligations under this Article IX X as a result of a failure of the Indemnified Party to provide a Claim Notice, except to the extent that the Indemnifying Party it is actually materially prejudiced by such failure.