Common use of NOTICE OF INDEMNIFICATION CLAIMS Clause in Contracts

NOTICE OF INDEMNIFICATION CLAIMS. If a claim is made against any Indemnitee (as defined in Section 5.03 or 5.04 hereof) and if such Indemnitee believes that such claim, if successful, would give rise to a right of indemnification hereunder against the Indemnifying Party (as defined in Section 5.03 or 5.04 hereof) or if any officer of an Indemnitee (an "executive officer") becomes aware of facts or circumstances establishing that an Indemnitee has experienced or incurred Damages subject to indemnification hereunder, then such Indemnitee shall give written notice to the Indemnifying Party of such claim as soon as reasonably practicable after the Indemnitee has received notice thereof, and in no event more than 60 days after the Indemnitee has obtained actual knowledge thereof (provided that failure to give such notice shall not limit the Indemnifying Party's indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's ability to defend against the claim). The Indemnitee against whom such claim is made shall give the Indemnifying Party an opportunity to defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after notice thereof shall have been given by the Indemnitee against whom such claim is made to the Indemnifying Party shall be deemed a waiver by such Indemnifying Party of its right to defend such claim. If the Indemnifying Party shall elect not to assume the defense of such claim (or if such Indemnifying Party shall be deemed to have waived its right to defend such claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assume the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Party on behalf of such Indemnitee in connection with such judgment or settlement. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably request.

NOTICE OF INDEMNIFICATION CLAIMS. If a Each party entitled to indemnification under this Section 3.4 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim is made against any Indemnitee (as defined in Section 5.03 or 5.04 hereof) to which indemnity may be sought, and if such Indemnitee believes that such claim, if successful, would give rise to a right of indemnification hereunder against shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as defined in Section 5.03 or 5.04 hereof) or if any officer of an Indemnitee (an "executive officer") becomes aware of facts or circumstances establishing that an Indemnitee has experienced or incurred Damages subject to indemnification hereunder, then such Indemnitee provided herein shall give written notice to not relieve the Indemnifying Party of such claim as soon as reasonably practicable after its obligations under this Agreement unless the Indemnitee has received notice thereof, and in no event more than 60 days after the Indemnitee has obtained actual knowledge thereof (provided that failure to give such notice shall not limit the Indemnifying Party's indemnification obligation hereunder except is materially prejudicial to the extent that the delay in giving, or failure to give, the notice adversely affects the an Indemnifying Party's ability to defend against the claim). The Indemnitee against whom such claim is made shall give the Indemnifying Party an opportunity to defend such claimaction and provided further, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after notice thereof shall have been given by the Indemnitee against whom such claim is made to the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate or different defenses in which event the Indemnified Party/Parties shall be deemed entitled to engage a waiver by single separate counsel to represent them in such Indemnifying Party of its right to defend such claim. If matter and the Indemnifying Party shall elect not to assume reimburse the defense of such claim (or if such Indemnifying Party shall be deemed to have waived its right to defend such claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, and to compromise or settle, the claim on behalf, Indemnified Party/Parties for the account, reasonable attorneys fees and at the risk and expense, of the expenses incurred in connection with such defense. No Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assume the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall notParty, in the defense of any such claimclaim or litigation, shall, except with the consent of each Indemnified Party, consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee against whom such claim is made Indemnified Party of a release from all liability in respect of to such claim except the liability satisfied by the Indemnifying or litigation. No Indemnified Party on behalf shall consent to entry of such Indemnitee in connection with such any judgment or settlement. If enter into any settlement without the claim is one that cannot by its nature be defended solely by the consent of each Indemnifying Party, then the Indemnitee shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably request.. (d)

NOTICE OF INDEMNIFICATION CLAIMS. (a) If (i) a claim Third Party Claim is made against any Indemnitee (as defined in Section 5.03 or 5.04 hereof) and if such Indemnitee believes Indemnified Person that such claim, if successful, would give rise is subject to a right of indemnification hereunder against the Indemnifying Party under this Article 9 or (as defined in Section 5.03 or 5.04 hereofii) or if any officer of an Indemnitee (an "executive officer") party hereto becomes aware of facts or circumstances establishing that an Indemnitee such party has experienced or incurred Damages Losses or will experience or incur Losses subject to indemnification hereunderunder this Article 9, then such Indemnitee Indemnified Person shall give written notice to the Indemnifying Party Person notice of such claim ("Indemnification Notice") as soon as reasonably practicable after the Indemnitee has received notice thereof, and but in no event more than 60 thirty (30) days after the Indemnitee Indemnified Person has obtained received notice of or obtains actual knowledge thereof of such claims (provided that failure to give such notice shall not limit the Indemnifying PartyPerson's indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying PartyPerson's ability to defend against the claim). The Indemnitee against whom such claim is made shall give To the Indemnifying Party an opportunity to defend such extent practicable, the Indemnification Notice will describe with reasonable specificity (A) the nature of and the basis for the indemnification claim, at the Indemnifying Party's own expense including any relevant supporting documentation, and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at (B) an estimate of all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after notice thereof shall have been given by the Indemnitee against whom such claim is made to the Indemnifying Party shall be deemed a waiver by such Indemnifying Party of its right to defend such claimLosses associated therewith. If the Indemnifying Party does a not object within thirty (30) days after receipt of the Indemnification Notice, the indemnification claims described in the Indemnification Notice shall elect not be deemed final and binding upon the Indemnifying Person (hereinafter, "Permitted Indemnification Claim"). If the Indemnifying Person contests the propriety of an indemnification claim described in any Indemnification Notice and/or the amount of Losses associated with such claim, then the Indemnifying Person shall deliver to assume the defense of such claim Indemnified Person a written notice detailing with reasonable specificity all specific objections that the Indemnified Person has with respect to the indemnification claims contained in the Indemnification Notice (or if such "Indemnification Objection Notice"). If the Indemnifying Party Person and the Indemnified Person are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnifying Person received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 9.9 hereof. Any undisputed indemnification claims contained in any Indemnification Notice shall be deemed to have waived its right to defend such claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, be final and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of binding upon the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assume the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim Persons and shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of constitute a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Party on behalf of such Indemnitee in connection with such judgment or settlementPermitted Indemnification Claim. If the determination of the disputed matters pursuant to Section 9.9 results in all or any portion of an indemnification claim is one that cannot by its nature properly being subject to indemnification pursuant to this Article 9, such claim or portion thereof shall be defended solely by final and binding upon the Indemnifying Party, then the Indemnitee Person and shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably requestconstitute a Permitted Indemnification Claim.

NOTICE OF INDEMNIFICATION CLAIMS. (a) If (i) a claim Third Party Claim is made against any Indemnitee (as defined in Section 5.03 or 5.04 hereof) and if such Indemnitee believes Indemnified Person that such claim, if successful, would give rise is subject to a right of indemnification hereunder against the Indemnifying Party under this Article 9 or (as defined in Section 5.03 or 5.04 hereofii) or if any officer of an Indemnitee (an "executive officer") party hereto becomes aware of facts or circumstances establishing that an Indemnitee such party has experienced or incurred Damages Losses or will experience or incur Losses subject to indemnification hereunderunder this Article 9, then such Indemnitee Indemnified Person shall give written notice to the Indemnifying Party Person notice of such claim (“Indemnification Notice”) as soon as reasonably practicable after the Indemnitee has received notice thereof, and but in no event more than 60 thirty (30) days after the Indemnitee Indemnified Person has obtained received notice of or obtains actual knowledge thereof of such claims (provided that failure to give such notice shall not limit the Indemnifying Party's Person’s indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's Person’s ability to defend against the claim). The Indemnitee against whom such claim is made shall give To the Indemnifying Party an opportunity to defend such extent practicable, the Indemnification Notice will describe with reasonable specificity (A) the nature of and the basis for the indemnification claim, at the Indemnifying Party's own expense including any relevant supporting documentation, and with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee, provided that such Indemnitee shall at (B) an estimate of all times also have the right to fully participate in the defense at its own expense. Failure of an Indemnifying Party to give the Indemnitee written notice of its election to defend such claim within 20 days after notice thereof shall have been given by the Indemnitee against whom such claim is made to the Indemnifying Party shall be deemed a waiver by such Indemnifying Party of its right to defend such claimLosses associated therewith. If the Indemnifying Party does a not object within thirty (30) days after receipt of the Indemnification Notice, the indemnification claims described in the Indemnification Notice shall elect not be deemed final and binding upon the Indemnifying Person (hereinafter, “Permitted Indemnification Claim”). If the Indemnifying Person contests the propriety of an indemnification claim described in any Indemnification Notice and/or the amount of Losses associated with such claim, then the Indemnifying Person shall deliver to assume the defense of such claim Indemnified Person a written notice detailing with reasonable specificity all specific objections that the Indemnified Person has with respect to the indemnification claims contained in the Indemnification Notice (or if such “Indemnification Objection Notice”). If the Indemnifying Party Person and the Indemnified Person are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnifying Person received the Indemnification Objection Notice, the disputed matters will be subject to the dispute resolution procedures set forth in Section 9.9 hereof. Any undisputed indemnification claims contained in any Indemnification Notice shall be deemed to have waived its right to defend such claim), the Indemnitee against whom such claim is made shall have the right, but not the obligation, to undertake the sole defense of, be final and to compromise or settle, the claim on behalf, for the account, and at the risk and expense, of binding upon the Indemnifying Party (including without limitation the payment by Indemnifying Party of the attorneys' fees of the Indemnitees). If one or more of the Indemnifying Parties assume the defense of such claim, the obligation of such Indemnifying Party hereunder as to such claim Persons and shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not, in the defense of such claim, consent to the entry of any judgment or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant to the Indemnitee against whom such claim is made of constitute a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Party on behalf of such Indemnitee in connection with such judgment or settlementPermitted Indemnification Claim. If the determination of the disputed matters pursuant to Section 9.9 results in all or any portion of an indemnification claim is one that cannot by its nature properly being subject to indemnification pursuant to this Article 9, such claim or portion thereof shall be defended solely by final and binding upon the Indemnifying Party, then the Indemnitee Person and shall make available, at the Indemnifying Party's expense, all information and assistance that the Indemnifying Party may reasonably requestconstitute a Permitted Indemnification Claim.