Common use of Notice of Non-Third Party Claims Clause in Contracts

Notice of Non-Third Party Claims. As promptly as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement that does not involve a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of such claim, which notice shall specify the provision of this Agreement pursuant to which indemnity is sought, the facts alleged to constitute the basis for such claim (taking into account the information then available to the Indemnified Party), the representations, warranties, covenants or agreements alleged to have been breached (if applicable) and the amount (if then determinable) that the Indemnified Party seeks hereunder from the Indemnifying Party. Subject to Section 10.01, the failure of an Indemnified Party to promptly notify the Indemnifying Party will not affect the indemnification provided hereunder except to the extent that the Indemnifying Party’s defense or other rights available to it are actually prejudiced as a result of such failure, and then only to the extent of such prejudice.

Notice of Non-Third Party Claims. As promptly as is reasonably practicable after becoming aware of Any Indemnified Party seeking -------------------------------- indemnification for any Loss or potential Loss arising from a claim for indemnification under asserted by any party to this Agreement that does not involve against the Indemnifying Party (a "Non-Third Party Claim, the Indemnified Party ") shall give written notice to the Indemnifying Party specifying in detail the source of such claimthe Loss or potential Loss under Section 8.2 or 8.3, which as the case may be. Written notice shall specify the provision of this Agreement pursuant to which indemnity is sought, the facts alleged to constitute the basis for such claim (taking into account the information then available to the Indemnified Party), Indemnifying Party of the representations, warranties, covenants or agreements alleged to have been breached (if applicable) and the amount (if then determinable) that existence of a Non- Third Party Claim shall be given by the Indemnified Party seeks hereunder from promptly after the Indemnifying Party. Subject to Section 10.01, the failure of an Indemnified Party becomes aware of the potential claim; provided, however, that -------- ------- the Indemnified Party shall not be foreclosed from seeking indemnification pursuant to promptly notify this Article VIII by any failure to provide such prompt notice of the existence of a Non-Third Party Claim to the Indemnifying Party will not affect the indemnification provided hereunder except and only to the extent that the Indemnifying Party’s defense Party actually incurs an incremental out-of-pocket expense or other rights available to it are actually otherwise has been materially damaged or prejudiced as a result of such failure, and then only to the extent of such prejudicesuch.

Notice of Non-Third Party Claims. As promptly as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement that does not involve a Third Party Claim, the Indemnified Party indemnified party shall give written notice to the Indemnifying Party indemnifying party of such claim, which notice shall specify the provision of this Agreement pursuant to which indemnity is sought, the facts alleged to constitute the basis for such claim (taking into account the information then available to the Indemnified Partyindemnified party), the representations, warranties, covenants or agreements alleged to have been breached (if applicable) and the amount (if then determinable) that the Indemnified Party indemnified party seeks hereunder from the Indemnifying Partyindemnifying party. Subject to Section 10.0111.1, the failure of an Indemnified Party indemnified party to promptly notify the Indemnifying Party indemnifying party will not affect the indemnification provided hereunder except to the extent that the Indemnifying Partyindemnifying party’s defense or other rights available to it are is actually prejudiced as a result of such failure, and then only to the extent of such prejudice.