Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. (a) If (i) any non-affiliated third party (a “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 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, 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 XI except to the extent that the Indemnifying Party is actually prejudiced by such failure, it being understood that Claim Notices in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(d)(i) for such representation or warranty and that Claim Notices in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 14.1 for such covenant or agreement; provided, that if, prior to such applicable date, the Indemnified Party shall have notified the Indemnifying Party in accordance with the requirements of this Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article XI notwithstanding the passing of such applicable date.

Notice of Claim; Defense. (a) If (i) In the event that any non-affiliated third party Reinsurer Indemnified Party or Ceding Company Indemnified Party forms an intention to assert a claim for indemnification hereunder arising from a claim or demand made, or an action or investigation instituted, by any Person not either a Party to this Agreement or an Affiliate of a Party to this Agreement that may result in a Loss for which indemnification may be claimed under this Article X (a “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 XI (a “Third-Party Claim”) or ), such party seeking indemnification (ii) any Person entitled to indemnification under this Agreement (an the “Indemnified Party”) shall have a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claimshall, then the Indemnified Party shall as promptly send to the Indemnifying Party a as practicable after forming such intention, give written notice specifying the nature of such claim and a good faith estimate of the amount of all related Losses (a “Claim Notice”) to the other party (the “Indemnifying Party”). Such Claim Notice shall specify in detail the facts constituting the basis for, and the amount of, the claim asserted. The failure of an by any Indemnified Party to give a timely and adequate Claim Notice notify the Indemnifying Party as promptly as practicable shall not relieve the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that the Indemnifying Party is actually prejudiced such failure or other actions taken by such failure, it being understood that Claim Notices in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(d)(i) for such representation or warranty and that Claim Notices in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 14.1 for such covenant or agreement; provided, that if, prior to such applicable date, the Indemnified Party shall actually and materially prejudice an Indemnifying Party, and then only to the extent of such prejudice; provided, however, that an Indemnifying Party shall have notified no obligation whatsoever to indemnify an Indemnified Party if a Claim Notice containing the information specified above is not received by the Indemnifying Party in accordance with prior to the requirements termination of this Section 11.2(a) of a claim for indemnification under this Agreement pursuant to Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article XI notwithstanding the passing of such applicable dateIX.

Notice of Claim; Defense. (a) If (i) any nonthird-affiliated third party (a “Third Party”) or Governmental Body institutes, threatens institutes or asserts any Action claim, demand, investigation, 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 XI IX (a “Third-Party Claim”“) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”“) shall have actual knowledge of a claim to be indemnified by an Indemnifying Party that does not involve a Third-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 (to the extent such information is reasonable available) the nature of such claim and a good faith estimate of and, if available the estimated amount of all related Losses Liabilities, which estimate shall be subject to change (a “Claim Notice”“). The Indemnifying Party shall be relieved of its indemnification obligations under this Article IX to the extent that it is materially prejudiced by the failure of an the Indemnified Party Parties to give provide a timely and adequate Claim Notice. If a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article XI except to the extent that the Indemnifying Party is actually prejudiced by such failure, it being understood that Claim Notices in respect of a breach of a representation or warranty must be delivered has been given prior to the expiration of any the applicable survival period specified in Section 11.1(d)(i) for such representations and warranties, then the relevant representation or warranty and that Claim Notices in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 14.1 for such covenant or agreement; provided, that if, prior warranties shall survive as to such applicable date, the Indemnified Party shall have notified the Indemnifying Party in accordance with the requirements of this Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), until such claim shall continue to be subject to indemnification in accordance with this Article XI notwithstanding the passing of such applicable datehas been finally resolved.

Notice of Claim; Defense. (a) If (i) any non-affiliated third party (a “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 XI (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 XI 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 prejudiced by such failure, it being understood that Claim Notices in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(d)(i11.1(c)(i) for such representation or warranty and that Claim Notices in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 14.1 for such covenant or agreementwarranty; provided, that if, prior to such applicable date, the Indemnified Party shall have notified the Indemnifying Party in accordance with the requirements of this Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article XI notwithstanding the passing of such applicable date.