Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.6, of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such notice). The indemnifying party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that (y) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party and (z) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.
Notice of Claims; Assumption of Defense. Each Indemnified Party shall give prompt notice to GAMI (which will act as representative of the Indemnifying Parties for purposes of this Agreement), in accordance with the terms of SECTION 2.2, of the assertion of any claim, or the commencement of any suit, action or proceeding by any party, in respect of which indemnity may be sought hereunder, giving GAMI such information with respect thereto as GAMI may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification hereunder). The Indemnifying Parties shall, at their own expense, assume the defense thereof; provided that (i) counsel is reasonably satisfactory to the Indemnified Party, and (ii) GAMI, on behalf of itself and the other Indemnifying Parties, shall thereafter consult with the Indemnified Party upon reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by GAMI.
Notice of Claims; Assumption of Defense. (a) If a Covered Claim is made or brought against any Beneficiary with respect to Actions brought or filed on or prior to the third anniversary of the Closing Date and such Beneficiary intends to seek indemnification under Section 6 with respect to such Covered Claim, such Beneficiary shall give notice as promptly as is reasonably practicable, and in no event later than ten (10) Business Days, after receiving notice thereof, to LBB. Such notice shall specify the facts alleged to constitute the basis for such Covered Claim, the identity of the Persons bringing such Covered Claim, the representations, warranties, covenants or agreements or provision of Law or Contract alleged to have been breached, as applicable, and the amount (or, to the extent not then determinable, the Beneficiary’s good faith estimate thereof) that the Beneficiary intends to seek from LBB hereunder. The failure to promptly give such notification will not affect the indemnification provided hereunder except to the extent LBB’s defense or other rights available to it is actually prejudiced as a result of such failure, and then only to the extent of such prejudice. Notwithstanding the foregoing, no Beneficiary shall be entitled to be indemnified or held harmless pursuant to Section 6 unless such party delivers written notice of its claim for indemnification to LBB on or prior to the third anniversary of the Closing Date. Any claims for indemnification under Section 6 asserted in writing with respect to Actions that have been brought or filed on or prior to the third anniversary of the Closing Date and with respect to which the Beneficiary seeking indemnification has complied with the immediately preceding sentence shall survive until the final resolution thereof.
