Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority 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 XI (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 (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances of such claim and the amount of all related Losses (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall not affect the rights of the indemnified parties except to the extent that such failure actually prejudices the Indemnifying Party.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority institutes, threatens or asserts any action that may give rise to Losses losses for which a party (an “Indemnifying Party”) may be liable for indemnification under this Article XI (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 (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances nature of such claim and the amount amount, or a good faith estimate of the amount, of all related Losses losses (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall not affect the rights of the indemnified parties except to the extent that such failure actually prejudices the Indemnifying Party.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority 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 XI (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Amended Agreement (an “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances of such claim and the amount of all related Losses (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall not affect the rights of the indemnified parties except to the extent that such failure actually prejudices the Indemnifying Party.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority Entity institutes, threatens or asserts any action Action or other claim that may give rise to Losses for which a party (an “Indemnifying Party”) may be liable for indemnification under this Article XI ARTICLE VIII (a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall may in good faith have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim (a “Direct Claim”), then, in case of clause (i) or (ii), then the Indemnified Party shall will promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances nature of such claim and the amount of all related Losses (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall will not affect the rights of the indemnified parties Indemnified Party except to the extent that such failure actually prejudices the Indemnifying Party and, to the extent prejudiced, the obligation of the Indemnifying Party shall be reduced to the extent of any actual monetary prejudice resulting from the Indemnified Party’s delay or failure to give any such notice.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority Entity institutes, threatens or asserts any action Action that may reasonably give rise to Losses for which a party (an “Indemnifying Party”) may be liable for indemnification under this Article XI VII (a “Third-Third Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall will have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Third Party Claim (a “Direct Claim”), then, in case of clause (i) or (ii), then the Indemnified Party shall will promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances nature of such claim and the amount of all related Losses (to the extent known) (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall will not affect the rights of the indemnified parties Indemnified Party except to the extent that such failure actually prejudices the Indemnifying Party. Each Claim Notice shall (i)(A) specify in reasonable detail all relevant facts, conditions and events, and (B) identify the specific provisions of this Agreement which give rise to such indemnification right; and (ii) include a good-faith estimate of the amount of Losses for which the Indemnified Party is seeking indemnification from the Indemnifying Party.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority 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 XI (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 (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall promptly (and in the case of clause (i) in any event within ten twenty (1020) Business Days days after receipt by the Indemnified Party of notice of the Third-Party Claim) Claim or the Indemnified Party first becoming aware of the underlying facts or circumstances that are reasonably expected to give rise to a Third Party Claim or Direct Claim send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances of such claim and the amount of all related Losses (a “Claim Notice”); , provided, however, that any failure to give such Claim Notice or to provide any such facts or and amounts shall not affect the rights of the indemnified parties Indemnified Parties, except to the extent that such failure actually prejudices the Indemnifying PartyParty (and such actual prejudice shall in particular exist if the Seller loses an opportunity to seek recourse against Spectrum under the Spectrum Battery Acquisition Agreement because of the failure by the Purchaser to give such Claim Notice or to provide such facts and amounts).

Notice of Claim; Defense. (a) If (i) any third third-party or Governmental Authority institutes, threatens institutes or asserts any claim, demand, investigation, action or proceeding (each of the foregoing, a “Proceeding”) that may give rise to Losses for which a party (an “Indemnifying Party”) may be liable for indemnification under this Article XI VIII (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 (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall reasonably promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (the nature of such claim and, to the extent known) in reasonable details practicable, the nature, facts and circumstances of such claim and the estimated amount of all related Losses liabilities (a “Claim Notice”); provided, however, that any failure . If an Indemnified Party fails to give such timely deliver an adequate Claim Notice or to provide any Indemnifying Party, such facts or amounts Indemnifying Party shall not affect the rights be relieved of the indemnified parties except its indemnification obligations under this Article VIII solely (and only) to the extent that it is materially prejudiced by such failure actually prejudices of the Indemnifying PartyIndemnified Parties to provide a timely and adequate Claim Notice.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority 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 XI XII (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 (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (to the extent known) in reasonable details the nature, facts and circumstances nature of such claim and the amount of all related Losses (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall not affect the rights of the indemnified parties except to the extent that such failure actually prejudices the Indemnifying Party.

Notice of Claim; Defense. (a) If (i) any third party or Governmental Authority 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 XI (a “Third-Third Party Claim”) Claim or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall will have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Third Party Claim (a “Direct Claim”), then, in case of clause (i) or (ii), then the Indemnified Party shall will promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (setting forth, in each case to the extent known, (1) in reasonable details detail all relevant facts, conditions and events, (2) the naturespecific provisions of this Agreement which give rise to such indemnification right, facts and circumstances (3) if available at such time, a good-faith estimate of such claim and the amount of all related Losses for which the Indemnified Party is seeking indemnification from the Indemnifying Party (a “Claim Notice”); provided, however, that any failure to give such Claim Notice or to provide any such facts or amounts shall will not affect the rights of the indemnified parties Indemnified Party except to the extent that such failure actually prejudices the Indemnifying PartyParty in any material respect.

Notice of Claim; Defense. (a) If (i) any third third-party or Governmental Authority institutes, threatens institutes or asserts any claim, demand, investigation, action or proceeding (each of the foregoing, a “Proceeding”) (other than any Proceeding with respect to Taxes, which is governed by Section 5.4) that may give rise to Losses for which a party (an “Indemnifying Party”) Party may be liable for indemnification under this Article XI VIII (a “Third-Party party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) Party shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party party Claim (a “Direct Claim”), then, in case of clause (i) or (ii), the Indemnified Party shall promptly (and in the case of clause (i) in any event within ten (10) Business Days after receipt by the Indemnified Party of notice of the Third-Party Claim) send to the Indemnifying Party a written notice specifying (the nature of such Proceeding and, to the extent known) in reasonable details practicable, the nature, facts and circumstances of such claim and the estimated amount of all related Losses liabilities (a “Claim Notice”); provided, however, that any failure to give ) and shall provide the Indemnifying Party with such Claim Notice or to provide any such facts or amounts additional information with respect thereto as the Indemnifying Party may reasonably request. The Indemnifying Party shall not affect the rights be relieved of the indemnified parties except its indemnification obligations under this Article VIII solely (and only) to the extent that such it is actually prejudiced by the failure actually prejudices of the Indemnifying PartyIndemnified Parties to provide a timely and adequate Claim Notice.