Common use of Notice of Claims and Potential Claims Clause in Contracts

Notice of Claims and Potential Claims. The parties shall, in a timely manner, provide each other with notice of all third party actions, suits, proceedings, claims, demands or assessments subject to the indemnification provisions of this Section 6 (collectively, "Third Party Claims"), brought at any time following the date hereof, and shall otherwise make available all relevant information material to the defense of any such Third Party Claims. The indemnifying party shall, have the right to participate in and, to the extent it shall wish, to assume and undertake the defense of any such Third Party Claim at its sole expense. No claim shall be settled or compromised without the consent of the indemnifying party unless the indemnifying party shall have failed, after the lapse of a reasonable time, but in no event more than 30 days, after notice to it of such third Party Claim, to participate in the defense of the same. The indemnified party shall have the right to participate, with separate counsel (which counsel shall act in an advisory capacity only), in any such defense. After notice by the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense of any such Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any expenses of the indemnified party's counsel that are subsequently incurred in connection with such defense; provided, however, that the expense of such indemnified party's separate counsel shall be paid by the indemnifying party if (i) the indemnifying party requests such separate counsel to participate, or (ii) in the reasonable opinion of such separate counsel, a significant conflict of interest exists between the indemnifying, party and the indemnified party that would make such separate representation clearly advisable. A party's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification or such party, except and only to the extent that such failure shall result in any prejudices to the indemnifying party.

Notice of Claims and Potential Claims. (a) Any claim for indemnity under Section 5.13 or 5.14 hereof shall be made by written notice to the indemnifying party specifying in reasonable detail the basis of the claim. The parties shall, in indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a timely manner, provide each other with notice of all third party actionsagainst the indemnified party which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 hereof, suitsstating the nature and basis of such claim and, proceedingsif ascertainable, claimsthe amount thereof, demands or assessments subject but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnification provisions of this Section 6 (collectivelyindemnified party, "Third Party Claims"), brought at any time following except to the date hereof, and shall otherwise make available all relevant information material to extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the failure to give such notice. In connection with any such Third Party Claims. The third party claim, the indemnifying party shallmay, have the right to participate in andat its election and expense, to the extent it shall wish, to assume and undertake the defense of any such Third Party Claim at third party claim, provided that the indemnifying party shall have acknowledged in writing its sole expenseobligation to indemnify in respect of such third party claim, and provided further that the indemnified party has not determined in good faith that joint representation is not possible under ethical guidelines. No If the indemnifying party assumes the defense of the third party claim, no compromise or settlement of such claim may be effected by the indemnifying party without the indemnified party's consent, which will not be unreasonably withheld. If the indemnifying party shall not have elected to so assume the defense of such third party claim, no such third party claim shall be settled or compromised without the consent of the indemnifying party unless party, provided that the indemnifying party shall have failed, after the lapse of a reasonable time, but acknowledged in no event more than 30 days, after notice writing its obligation to it indemnify in respect of such third Party Claim, to participate in the defense of the same. The indemnified party shall have the right to participate, with separate counsel (which counsel shall act in an advisory capacity only), in any claim and provided further that such defense. After notice by the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense of any such Third Party Claim, the indemnifying party shall consent will not be liable to the indemnified party for any expenses of the indemnified party's counsel that are subsequently incurred in connection with such defense; provided, however, that the expense of such indemnified party's separate counsel shall be paid by the indemnifying party if (i) the indemnifying party requests such separate counsel to participate, or (ii) in the reasonable opinion of such separate counsel, a significant conflict of interest exists between the indemnifying, party and the indemnified party that would make such separate representation clearly advisable. A party's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification or such party, except and only to the extent that such failure shall result in any prejudices to the indemnifying partyunreasonably withheld.

Notice of Claims and Potential Claims. The parties shall, in a timely manner, provide each other with notice of all third party actions, suits, proceedings, claims, demands or assessments subject to the indemnification provisions of this Section 6 (collectively, "Third Party Claims"), brought at any time following the date hereof, and shall otherwise make available all relevant information material to the defense of any such Third Party Claims. The indemnifying party shall, shall have the right to participate in and, to the extent it shall wish, to assume and undertake the defense of any such Third Party Claim at its sole expense. No claim shall be settled or compromised without the consent of the indemnifying party unless the indemnifying party shall have failed, after the lapse of a reasonable time, but in no event more than 30 days, after notice to it of such third Party Claim, to participate in the defense of the same. The indemnified party shall have the right to participate, with separate counsel (which counsel shall act in an advisory capacity only), in any such defense. After notice by the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense of any such Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any expenses of the indemnified party's counsel that are subsequently incurred in connection with such defense; provided, however, that the expense of such indemnified party's separate counsel shall be paid by the indemnifying party if (i) the indemnifying party requests such separate counsel to participate, or (ii) in the reasonable opinion of such separate counsel, a significant conflict of interest exists between the indemnifying, indemnifying party and the indemnified party that would make such separate representation clearly advisable. A party's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification or such party, except and only to the extent that such failure shall result in any prejudices to the indemnifying party.

Notice of Claims and Potential Claims. (a) Any claim for indemnity under Sections 12 and 13 hereof shall be made by written notice to the indemnifying party specifying in reasonable detail the basis of the claim. The parties shall, in indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a timely manner, provide each other with notice of all third party actionsagainst the indemnified party which might give rise to a claim against the indemnifying party under Sections 12 and 13 hereof, suitsstating the nature and basis of such claim and, proceedingsif ascertainable, claimsthe amount thereof, demands or assessments subject but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnification provisions of this Section 6 (collectivelyindemnified party, "Third Party Claims"), brought at any time following except to the date hereof, and shall otherwise make available all relevant information material to extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the failure to give such notice. In connection with any such Third Party Claims. The third party claim, the indemnifying party shallmay, have the right to participate in andat its election and expense, to the extent it shall wish, to assume and undertake the defense of any such Third Party Claim at third party claim, provided that the indemnifying party shall have acknowledged in writing its sole expenseobligation to indemnify in respect of such third party claim, and provided further that the indemnified party has not determined in good faith that joint representation is not possible under ethical guidelines. No If the indemnifying party assumes the defense of the third party claim, no compromise or settlement of such claim may be effected by the indemnifying party without the indemnified party's consent, which will not be unreasonably withheld. If the indemnifying party shall not have elected to so assume the defense of such third party claim, no such third party claim shall be settled or compromised without the consent of the indemnifying party unless party, provided that the indemnifying party shall have failed, after the lapse of a reasonable time, but acknowledged in no event more than 30 days, after notice writing its obligation to it indemnify in respect of such third Party Claim, to participate in the defense of the same. The indemnified party shall have the right to participate, with separate counsel (which counsel shall act in an advisory capacity only), in any claim and provided further that such defense. After notice by the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense of any such Third Party Claim, the indemnifying party shall consent will not be liable to the indemnified party for any expenses of the indemnified party's counsel that are subsequently incurred in connection with such defense; provided, however, that the expense of such indemnified party's separate counsel shall be paid by the indemnifying party if (i) the indemnifying party requests such separate counsel to participate, or (ii) in the reasonable opinion of such separate counsel, a significant conflict of interest exists between the indemnifying, party and the indemnified party that would make such separate representation clearly advisable. A party's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification or such party, except and only to the extent that such failure shall result in any prejudices to the indemnifying partyunreasonably withheld.

Notice of Claims and Potential Claims. The parties shall, in a timely manner, provide each other with Any claim for indemnity under this Agreement shall be made by written notice of all third party actions, suits, proceedings, claims, demands or assessments subject to the indemnification provisions Sellers specifying in reasonable detail the basis of this Section 6 (collectivelythe party against any Indemnified Party, "Third Party Claims")as applicable, brought at any time following which might give rise to a claim against Sellers stating the date hereof, nature and shall otherwise make available all relevant information material to the defense basis of any such Third Party Claims. The indemnifying party shall, have the right to participate in claim and, to if ascertainable the extent it shall wish, to assume and undertake the defense of any such Third Party Claim at its sole expenseamount thereof. No claim shall be settled or compromised without the consent of the indemnifying party unless the indemnifying party shall have failed, after the lapse of a reasonable time, but in no event more than 30 days, after notice to it of such third Party Claim, to participate in the defense of the same. The indemnified party shall have the right to participate, with separate counsel (which counsel shall act in an advisory capacity only), in any such defense. After notice by the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense of any such Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any expenses of the indemnified party's counsel that are subsequently incurred in connection with such defense; provided, however, that the expense of such indemnified party's separate counsel shall be paid by the indemnifying party if (i) the indemnifying party requests such separate counsel to participate, or (ii) in the reasonable opinion of such separate counsel, a significant conflict of interest exists between the indemnifying, party and the indemnified party that would make such separate representation clearly advisable. A partyPurchaser's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim third party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party or such partyIndemnitee, except and only to the extent that such failure shall result in any prejudices prejudice to Sellers. In connection with any such third party claim, Sellers may, at their election and expense, have the right to participate in the defense of such third party claim. If Sellers shall have acknowledged in writing their obligation to indemnify in respect of any third party claim which might give rise to a claim for indemnity under this Article IV, Purchaser agrees not to settle such third party claim without the consent of Sellers, which shall not be unreasonably withheld, and Purchaser further agrees upon the written request of Sellers, to assign all rights and liabilities with respect to such third party claim to Sellers and to cooperate in the prosecution and defense thereof, including without limitation providing access to the indemnifying partybooks and records of the Subsidiary; provided, however, Sellers agree not to settle any such third party claim without the consent of Purchaser if any relief, other than the payment of money damages, would be granted by such settlement that might materially affect the business operations or reputation of any Indemnitees or Indemnified Party, as applicable, or if, as a result of the limitations on the Sellers' liability provided herein, the Indemnitees or Indemnified Parties, as applicable, might be liable to the third party for all or a portion of the amount of such settlement.

Notice of Claims and Potential Claims. (a) Any claim for indemnity under paragraphs 10 and 11 hereof shall be made by written notice to the indemnifying party specifying in reasonable detail the basis of the claim. The parties shall, in indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a timely manner, provide each other with notice of all third party actionsagainst the indemnified party which might give rise to a claim against the indemnifying party under Paragraphs 10 and 11 hereof, suitsstating the nature and basis of such claim and, proceedingsif ascertainable, claimsthe amount thereof, demands or assessments subject but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnification provisions of this Section 6 (collectivelyindemnified party, "Third Party Claims"), brought at any time following except to the date hereof, and shall otherwise make available all relevant information material to extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the failure to give such notice. In connection with any such Third Party Claims. The third party claim, the indemnifying party shallmay, have the right to participate in andat its election and expense, to the extent it shall wish, to assume and undertake the defense of any such Third Party Claim at third party claim, provided that the indemnifying party shall have acknowledged in writing its sole expenseobligation to indemnify in respect of such third party claim, and provided further that the indemnified party has not determined in good faith that joint representation is not possible under ethical guidelines. No If the indemnifying party assumes the defense of the third party claim, no compromise or settlement of such claim may be effected by the indemnifying party without the indemnified party's consent, which will not be unreasonably withheld. If the indemnifying party shall not have elected to so assume the defense of such third party claim, no such third party claim shall be settled or compromised without the consent of the indemnifying party unless party, provided that the indemnifying party shall have failed, after the lapse of a reasonable time, but acknowledged in no event more than 30 days, after notice writing its obligation to it indemnify in respect of such third Party Claim, to participate in the defense of the same. The indemnified party shall have the right to participate, with separate counsel (which counsel shall act in an advisory capacity only), in any claim and provided further that such defense. After notice by the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense of any such Third Party Claim, the indemnifying party shall consent will not be liable to the indemnified party for any expenses of the indemnified party's counsel that are subsequently incurred in connection with such defense; provided, however, that the expense of such indemnified party's separate counsel shall be paid by the indemnifying party if (i) the indemnifying party requests such separate counsel to participate, or (ii) in the reasonable opinion of such separate counsel, a significant conflict of interest exists between the indemnifying, party and the indemnified party that would make such separate representation clearly advisable. A party's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification or such party, except and only to the extent that such failure shall result in any prejudices to the indemnifying partyunreasonably withheld.