Common use of Notice of Third Party Claim Clause in Contracts

Notice of Third Party Claim. A party that may be entitled to be indemnified pursuant to Section 10.1 or 10.2 (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing within fifteen (15) days of notice of any pending or threatened claim or demand asserted by a third party which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement ("Third Party Claims") against the Indemnified Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except to the extent the Indemnifying Party is materially prejudiced by such failure. Subject to the Indemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy or contest its obligations under this Article X within fifteen (15) days after the receipt of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnified Party may participate in such defense and retain separate counsel at its own cost and expense, without prejudice to the rights of the parties to control the defense of their respective interests. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however that any such settlement shall in all cases release the Indemnified Party from all liability with respect thereto.

Notice of Third Party Claim. A party that may be entitled to be indemnified pursuant to Section 10.1 11.2 or 10.2 11.3 (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing within fifteen (15) 15 days of notice thereof of any pending or threatened claim or demand asserted by a third party which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement ("Third Party Claims") against the Indemnified Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X XI except to the extent the Indemnifying Party is materially prejudiced by such failure. Subject to the Indemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy or contest its obligations under this Article X XI within fifteen (15) 15 days after the receipt of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) 15 days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnified Party may participate in such defense and retain separate counsel at its own cost and expense, without prejudice to the rights of the parties to control the defense of their respective interests. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however that any such settlement shall in all cases release the Indemnified Party from all liability with respect thereto.,

Notice of Third Party Claim. A In the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or Proceeding by any Person who is not a party that may be to this Agreement or an Affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to be indemnified pursuant to Section 10.1 or 10.2 (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing within fifteen (15) days of notice of any pending or threatened claim or demand asserted by a third party which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement by an Indemnifying Party ("a “Third Party Claims") against Claim”), the Indemnified Party, describing in reasonable detail the facts and circumstances with respect Party shall give written notice to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except to (the extent the Indemnifying Party is materially prejudiced by such failure. Subject to the Indemnifying Party's right to defend in good faith “Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy or contest its obligations under this Article X Claim Notice”) within fifteen (15) 15 days after the receipt of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense asserting or learning of such Third Party Claim at its expense (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and through counsel (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of its choice if the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it gives notice of its intention to do so is either (x) assuming responsibility for the Third Party Claim or (y) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party within fifteen (15) 15 days after receipt of the receipt of Third Party Claim Notice or within such notice from the Indemnified Party; provided, however, that shorter time as may be necessary to give the Indemnified Party may participate in such defense and retain separate counsel at its own cost and expense, without prejudice a reasonable opportunity to the rights of the parties respond to control the defense of their respective interests. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, (the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld“Indemnification Notice Period”); provided, however that any such settlement shall in all cases release the Indemnified Party from all liability with respect thereto.

Notice of Third Party Claim. A party that may be entitled to be indemnified pursuant to Section 10.1 11.1 or 10.2 11.2 (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing within fifteen (15) days of notice of any pending or threatened claim or demand asserted by a third party which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement ("Third Party Claims") against the Indemnified Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X XI except to the extent the Indemnifying Party is materially prejudiced by such failure. Subject to the Indemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy or contest its obligations under this Article X XI within fifteen (15) days after the receipt of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnified Party may participate in such defense and retain separate counsel at its own cost and expense, without prejudice to the rights of the parties to control the defense of their respective interests. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however that any such settlement shall in all cases release the Indemnified Party from all liability with respect thereto.

Notice of Third Party Claim. A party that may be entitled to be indemnified pursuant to Section 10.1 In the event a claim is made or 10.2 (the "filed against an Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing within fifteen (15) days of notice of any pending or threatened claim or demand asserted Party by a third party which Person other than any Affiliate of the Indemnifying Party (a “Third Party Claim”), the Indemnified Party has determined has given shall promptly (but in any event no more than ten (10) calendar days after receiving notice of or could give rise to a right of indemnification under this Agreement ("otherwise becoming aware that such Third Party Claims"Claim has been made or filed) against the Indemnified Party, describing in reasonable detail the facts and circumstances with respect provide written notice to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except to (the extent the Indemnifying Party is materially prejudiced by such failure. Subject to the “Indemnity Notice”) hereunder (“Indemnifying Party's right to defend ”) of the same in good faith Third Party Claims as hereinafter providedwriting, and the Indemnifying Party shall satisfy or contest its obligations under this Article X within fifteen (15) days after defend, compromise, and/or settle the receipt of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense sole cost and through expense, utilizing counsel of its choice if it gives notice of its intention to do so that is acceptable to the Indemnified Party. The failure to so provide the Indemnity Notice within such ten (10) calendar day period shall not relieve the Indemnifying Party within fifteen (15) days from liability hereunder unless such failure materially and substantially prejudiced the Indemnifying Party from defending, compromising, and/or otherwise settling the Third-Party Claim. The Indemnifying Party shall not be responsible for the expenses, including counsel fees, of the receipt Indemnified Party incurred after the Indemnifying Party assumes defense of such notice from the Indemnified Party; providedThird-Party Claim, however, that but the Indemnified Party may participate in such defense therein and retain separate counsel at its own cost and expense, without prejudice . The Indemnifying Party shall not consent to the rights entry of the parties to control the defense of their respective interests. In the event the Indemnifying Party exercises the right to undertake any such defense against judgment or enter into any such Third Party Claim as provided above, settlement affecting the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); provided, however that any such settlement shall in all cases release the Indemnified Party from all liability with respect thereto.

Notice of Third Party Claim. A If any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends to seek indemnification hereunder from a party that may be entitled to be indemnified pursuant to Section 10.1 or 10.2 this Agreement (the "Indemnified Party") shall promptly notify the other party (the "“Indemnifying Party") in writing within fifteen (15) days of ”), then such Indemnified Party shall give notice of any pending or threatened claim or demand asserted by a third party which the Third Party Claim to the Indemnifying Party as soon as practicable after the Indemnified Party has determined has given or could give rise reason to a right of believe that the Indemnifying Party will have an indemnification under this Agreement ("obligation with respect to such Third Party Claims") against Claim and shall provide the Indemnified Party, describing Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe in reasonable detail the facts and circumstances with respect nature of the Third Party Claim, an estimate of the amount of damages attributable to the subject matter Third Party Claim and the basis of such claim or demand; provided, however, that the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to provide such notice so notify the Indemnifying Party of the Third Party Claim shall not release relieve the Indemnifying Party from any of its obligations under this Article X except duty to indemnify hereunder unless and to the extent that the Indemnifying Party is materially prejudiced by such failure. Subject to demonstrates that the Indemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy or contest its obligations under this Article X within fifteen (15) days after the receipt failure of written notice thereof from the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from a Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense promptly notify it of such Third Party Claim at prejudiced its expense and through counsel ability to defend such Third Party Claim; provided, that the failure of its choice if the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it gives notice of its intention to do so may have to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnified Party may participate in such defense and retain separate counsel at its own cost and expense, without prejudice to the rights of the parties to control the defense of their respective interestsotherwise than under this Agreement. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveThereafter, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available deliver to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in within five Business Days after the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required ’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting relating to the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however that any such settlement shall in all cases release the Indemnified Party from all liability with respect thereto.