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 or entity in respect of which payment may be sought by one party hereto from another party under the provisions of this Section 10, the party seeking indemnification (the "INDEMNITEE") shall promptly cause written notice of the assertion of any such claim of which it has knowledge 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 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representations, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another party under the provisions of this Section 107, the party seeking indemnification (the "INDEMNITEE") shall promptly cause written notice of the assertion of any such claim of which it has knowledge 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 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representationsrepresentation, 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 or entity Person in respect of which payment may be sought by one party hereto from another the other party under the provisions of this Section 109.1(a) or 9.2(a) hereof, 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 claim 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 representationsrepresentation, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another party under the provisions of this Section 10, the party seeking indemnification (the "INDEMNITEEIndemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "INDEMNITORIndemnitor"); provided, however, that failure of the Indemnitee to give the Indemnitor notice 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representationsrepresentation, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another party under the provisions of this Section 10, the party seeking indemnification (the "INDEMNITEE") shall promptly cause written notice assertion of the assertion of any such claim of which it has knowledge 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 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representationsrepresentation, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another the other party under the provisions of this Section 10Article 8 or upon 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 assertion of any such claim of claims which it has knowledge which is reasonably believes to be covered by this indemnity to be forwarded to the other party (the "INDEMNITORIndemnitor"); provided, however, that except for the notice required by Section 8.6, the failure of the Indemnitee to give the Indemnitor such notice 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 claim Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representationsrepresentation, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another party under the provisions of this Section 10, the party seeking indemnification (the "INDEMNITEE") shall promptly cause written notice of the assertion of any such claim of which it has knowledge 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 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail the representationsrepresentation, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another the other party under the provisions of this Section 10Article XIII or for breach of any of the representations and warranties set forth herein, the party seeking indemnification (the "INDEMNITEEIndemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "INDEMNITORIndemnitor"); provided, however, that failure which notice must be received by the Indemnitor prior to the expiration of the Indemnitee to give the Indemnitor notice 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representationsrepresentation, 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. 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 If any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person or entity Person in respect of which payment may be sought by one party hereto from another the other party under the provisions of this Section 10Article 11 or for breach of any of the representations and warranties set forth herein, the party seeking indemnification (the "INDEMNITEEIndemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "INDEMNITORIndemnitor"); provided, however, that failure of the Indemnitee to give which notice must be received by the Indemnitor notice 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representationsrepresentation, 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. Any dispute hereunder shall be resolved in accordance with Section 13.5.

Notice of Indemnification. In the event any legal proceeding proceeding, shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one person in respect of which payment may be sought by one party hereto from another the other party under the provisions of this Section 10Article XI, the party seeking indemnification (the "INDEMNITEEIndemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "INDEMNITORIndemnitor"); provided, however, provided that the failure of the Indemnitee to give the Indemnitor such notice 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 claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state in reasonable detail specifically the representationsrepresentation, 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 shall be threatened or instituted or any claim or demand shall be asserted by any person or entity in respect of which payment may be sought by one party hereto from another the other party under the provisions of this Section 1011.3, the party seeking indemnification (the "INDEMNITEEIndemnified Party") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this 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 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 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 representationsrepresentation, 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 Indemnifying Party by reason of the claim.