Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. In the event any Legal Proceeding shall be threatened or instituted or any Claim or demand shall be asserted by any Person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) or 9.2(a) hereof, the party seeking indemnification (the "indemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, of which it has knowledge and which is covered by this indemnity, to be forwarded to the other party (the "Indemnitor"); provided, however, that failure of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. Any notice of a Legal Proceeding or a Claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representation, warranty or covenant with respect to which the Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the Liability asserted against the Indemnitor by reason of the Claim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person or entity in respect of which payment may be sought by one party hereto from the other another party under the provisions of this Section 9.1(a) or 9.2(a) hereof7, the party seeking indemnification (the "indemniteeINDEMNITEE") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "IndemnitorINDEMNITOR"); provided, however, that failure of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person or entity in respect of which payment may be sought by one party hereto from the other another party under the provisions of this Section 9.1(a) or 9.2(a) hereof10, the party seeking indemnification (the "indemniteeINDEMNITEE") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "IndemnitorINDEMNITOR"); provided, however, that failure of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representationrepresentations, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) this Article XIII or 9.2(a) hereoffor breach of any of the representations and warranties set forth herein, the party seeking indemnification (the "indemniteeIndemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "Indemnitor"); provided, however, that failure which notice must be received by the Indemnitor prior to the expiration of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failureapplicable Survival Period. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim. The failure of the Indemnitee to notify the Indemnitor of a claim shall not relieve the Indemnitor of any liability that it may have with respect to such claim, except to the extent the Indemnitor is prejudiced or adversely affected by such failure.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person in respect of which payment may be sought by one person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) or 9.2(a) hereofthis Article XII, the party seeking indemnification (the "indemniteeIndemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "Indemnitor"); provided, however, provided that the failure of the Indemnitee to give the Indemnitor such notice promptly as provided in this Section shall not relieve affect the Indemnitor of its obligations Indemnitee's rights hereunder except to the extent that the Indemnitor shall have been lndemnitor is materially prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event If any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) this Article 11 or 9.2(a) hereoffor breach of any of the representations and warranties set forth herein, the party seeking indemnification (the "indemniteeIndemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "Indemnitor"); provided, however, that failure of the Indemnitee to give which notice must be received by the Indemnitor notice promptly prior to the expiration of twelve (12) months after the Closing Date (except for indemnification pertaining to covenants and agreements referred to in Section 11.5, as provided in this Section to which such twelve (12) month limitation shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failurebe applicable). Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim. Any dispute hereunder shall be resolved in accordance with Section 13.5.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person or entity in respect of which payment may be sought by one party hereto from the other another party under the provisions of this Section 9.1(a) or 9.2(a) hereof10, the party seeking indemnification (the "indemniteeIndemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "Indemnitor"); provided, however, that failure of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person or entity in respect of which payment may be sought by one party hereto from the other another party under the provisions of this Section 9.1(a) or 9.2(a) hereof10, the party seeking indemnification (the "indemniteeINDEMNITEE") shall promptly cause written notice assertion of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "IndemnitorINDEMNITOR"); provided, however, that failure of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) or 9.2(a) hereof11.3, the party seeking indemnification (the "indemniteeIndemnified Party") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "IndemnitorIndemnifying Party") which notice in respect of any claims for repurchase and indemnification pursuant to Section 11.1(a)(i) or 11.1(b)(i); provided, howeverrespectively, that failure of must be received by the Indemnitee Indemnifying Party prior to give one year from the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failureClosing Date. Any notice of a Legal Proceeding or a Claim claim by reason of a breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor Indemnifying Party by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) this Article 8 or 9.2(a) hereofupon the discovery of any facts which one party believes may give rise to a claim for indemnification under this Article 8, the party seeking indemnification (the "indemniteeIndemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, of claims which it has knowledge and which is reasonably believes to be covered by this indemnity, indemnity to be forwarded to the other party (the "Indemnitor"); provided, however, that except for the notice required by Section 8.6, the failure of the Indemnitee to give the Indemnitor such notice promptly as provided in this Section shall not relieve effect the Indemnitor of its obligations indemnification provided hereunder except to the extent that the Indemnitor shall have has actually been prejudiced by as a result of such failure. Any notice of a Legal Proceeding or a Claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding, shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person in respect of which payment may be sought by one person in respect of which payment may be sought by one party hereto from the other party under the provisions of Section 9.1(a) or 9.2(a) hereofthis Article XI, the party seeking indemnification (the "indemniteeIndemnitee") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "Indemnitor"); provided, however, provided that the failure of the Indemnitee to give the Indemnitor such notice promptly as provided in this Section shall not relieve affect the Indemnitor of its obligations Indemnitee's rights hereunder except to the extent that the Indemnitor shall have been is materially prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.

Notice of Indemnification. In the event any Legal Proceeding legal proceeding shall be threatened or instituted or any Claim claim or demand shall be asserted by any Person person or entity in respect of which payment may be sought by one party hereto from the other another party under the provisions of this Section 9.1(a) or 9.2(a) hereof10, the party seeking indemnification (the "indemniteeINDEMNITEE") shall promptly cause written notice of the commencement of such Legal Proceeding or the assertion of any such Claim, claim of which it has knowledge and which is covered by this indemnity, indemnity to be forwarded to the other party (the "IndemnitorINDEMNITOR"); provided, however, that failure of the Indemnitee to give the Indemnitor notice promptly as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor shall have been prejudiced by such failure. Any notice of a Legal Proceeding or a Claim claim by reason of breach of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representation, warranty or covenant with respect to which the Claim claim is made, the facts giving rise to an alleged basis for the Claimclaim, and the amount of the Liability liability asserted against the Indemnitor by reason of the Claimclaim.