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

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 indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a third party against the indemnified party which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 hereof, stating the nature and basis of such claim and, if ascertainable, the amount thereof, but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified party, except to the 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 claim, the indemnifying party may, at its election and expense, assume the defense of such third party claim, provided that the indemnifying party shall have acknowledged in writing its obligation 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. 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 without the consent of the indemnifying party, provided that the indemnifying party shall have acknowledged in writing its obligation to indemnify in respect of such third party claim and provided further that such consent will not be unreasonably withheld.

Notice of Claims and Potential Claims. (a) Any claim for indemnity under Section 5.13 The parties shall, in a timely manner, provide each other with notice of all third party actions, suits, proceedings, claims, demands or 5.14 hereof shall be made by written notice 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 specifying shall, have the right to participate in reasonable detail the basis of the claim. The indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a third party against the indemnified party which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 hereof, stating the nature and basis of such claim and, if ascertainable, the amount thereof, but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified party, except to the extent that the indemnifying party demonstrates that it shall wish, to assume and undertake the defense of such action is prejudiced by the failure to give such notice. In connection with any such third party claim, the indemnifying party may, Third Party Claim at its election and sole expense, assume the defense of such third party claim, provided that the indemnifying party shall have acknowledged in writing its obligation 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. 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 No claim shall be settled or compromised without the consent of the indemnifying party, provided that party unless the indemnifying party shall have acknowledged failed, after the lapse of a reasonable time, but in writing its obligation no event more than 30 days, after notice to indemnify in respect 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 provided further only to the extent that such consent will not be unreasonably withheldfailure 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 this Agreement shall be made by written notice to the indemnifying party Sellers specifying in reasonable detail the basis of the claim. The indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a third party against the indemnified party any Indemnified Party, as applicable, which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 hereof, Sellers stating the nature and basis of such claim and, if ascertainable, ascertainable the amount thereof, but the . Purchaser's failure to so notify 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 by the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified partyIndemnified Party or Indemnitee, except and only to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the failure shall result in any prejudice to give such noticeSellers. In connection with any such third party claim, the indemnifying party Sellers may, at its their election and expense, assume have the right to participate in the defense of such third party claim, provided that the indemnifying party . If Sellers shall have acknowledged in writing its 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, and provided further that the indemnified party has not determined in good faith that joint representation is not possible under ethical guidelines. 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 consentconsent of Sellers, which will shall not be unreasonably withheld. If , and Purchaser further agrees upon the indemnifying party shall not have elected written request of Sellers, to so assume the defense of such third party claim, no assign all rights and liabilities with respect to such third party claim shall be settled to Sellers and to cooperate in the prosecution and defense thereof, including without limitation providing access to the books 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 indemnifying partypayment 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 that herein, the indemnifying Indemnitees or Indemnified Parties, as applicable, might be liable to the third party shall have acknowledged in writing its obligation to indemnify in respect for all or a portion of the amount of such third party claim and provided further that such consent will not be unreasonably withheldsettlement.

Notice of Claims and Potential Claims. (a) Any claim for indemnity under Section 5.13 or 5.14 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 indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a third party against the indemnified party which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 Sections 12 and 13 hereof, stating the nature and basis of such claim and, if ascertainable, the amount thereof, but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified party, except to the 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 claim, the indemnifying party may, at its election and expense, assume the defense of such third party claim, provided that the indemnifying party shall have acknowledged in writing its obligation 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. 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 without the consent of the indemnifying party, provided that the indemnifying party shall have acknowledged in writing its obligation to indemnify in respect of such third party claim and provided further that such consent will not be unreasonably withheld. (b) Each party hereto agrees to use its best efforts, consistent with reasonable business practices, to mitigate any liability that is the subject of an indemnity claim.

Notice of Claims and Potential Claims. (a) Any claim for indemnity under Section 5.13 The parties shall, in a timely manner, provide each other with notice of all third party actions, suits, proceedings, claims, demands or 5.14 hereof shall be made by written notice assessments subject to the indemnifying party specifying in reasonable detail indemnification provisions of this Section 6 (collectively, "Third Party Claims"), brought at any time following the basis of the claim. The indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a third party against the indemnified party which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 date hereof, stating the nature and basis of such claim and, if ascertainable, the amount thereof, but the failure shall otherwise make available all relevant information material to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified party, except to the 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 claim, the indemnifying party may, at its election and expense, assume the defense of such third party claim, provided that the Third Party Claims. The indemnifying party shall have acknowledged the right to participate in writing its obligation and, to indemnify in respect of such third party claimthe extent it shall wish, to assume and provided further that the indemnified party has not determined in good faith that joint representation is not possible under ethical guidelines. If the indemnifying party assumes undertake the defense of the third party claim, no compromise or settlement of any such claim may be effected by the indemnifying party without the indemnified party's consent, which will not be unreasonably withheldThird Party Claim at its sole expense. If the indemnifying party shall not have elected to so assume the defense of such third party claim, no such third party No claim shall be settled or compromised without the consent of the indemnifying party, provided that party unless the indemnifying party shall have acknowledged failed, after the lapse of a reasonable time, but in writing its obligation no event more than 30 days, after notice to indemnify in respect 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 provided further only to the extent that such consent will not be unreasonably withheldfailure 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 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 indemnified party agrees to give prompt written notice to the indemnifying party of any claim by a third party against the indemnified party which might give rise to a claim against the indemnifying party under Section 5.13 or 5.14 Paragraphs 10 and 11 hereof, stating the nature and basis of such claim and, if ascertainable, the amount thereof, but the failure to so notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified party, except to the 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 claim, the indemnifying party may, at its election and expense, assume the defense of such third party claim, provided that the indemnifying party shall have acknowledged in writing its obligation 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. 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 without the consent of the indemnifying party, provided that the indemnifying party shall have acknowledged in writing its obligation to indemnify in respect of such third party claim and provided further that such consent will not be unreasonably withheld. (b) Each party hereto agrees to use its best efforts, consistent with reasonable business practices, to mitigate any liability that is the subject of an indemnity claim.