Common use of Notice of Third Party Claim Clause in Contracts

Notice of Third Party Claim. If any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends to seek indemnification hereunder from a party to this Agreement (the “Indemnifying Party”), then such Indemnified Party shall give notice of the Third Party Claim to the Indemnifying Party as soon as practicable after the Indemnified Party has reason to believe that the Indemnifying Party will have an indemnification obligation with respect to such Third Party Claim and shall provide the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party of the Third Party Claim shall not relieve the Indemnifying Party from any duty to indemnify hereunder unless and to the extent that the Indemnifying Party demonstrates that the failure of the Indemnified Party to promptly notify it of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party otherwise than under this Agreement. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Notice of Third Party Claim. If In the event that any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends to seek asserts a claim for indemnification hereunder from 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 to this Agreement or an Affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification under this Agreement by an Indemnifying Party (the a “Indemnifying PartyThird Party Claim”), then such the Indemnified Party shall give written notice to the Indemnifying Party (the “Third Party Claim Notice”) within 15 days after asserting or learning of such Third Party Claim (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 (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of 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 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 15 days after receipt of the Third Party Claim Notice or within such shorter time as may be necessary to the Indemnifying Party as soon as practicable after give the Indemnified Party has reason a reasonable opportunity to believe that the Indemnifying Party will have an indemnification obligation with respect respond to such Third Party Claim and shall provide (the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party of the Third Party Claim shall not relieve the Indemnifying Party from any duty to indemnify hereunder unless and to the extent that the Indemnifying Party demonstrates that the failure of the Indemnified Party to promptly notify it of such Third Party Claim prejudiced its ability to defend such Third Party Claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party otherwise than under this Agreement. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim“Indemnification Notice Period”).

Notice of Third Party Claim. If any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends A party that may be entitled to seek indemnification hereunder from a party be indemnified pursuant to this Agreement Section 11.1 or 11.2 (the “"Indemnified Party") shall promptly notify the other party (the "Indemnifying Party”), then such Indemnified Party shall give ") in writing within fifteen (15) days of notice of the Third Party Claim to the Indemnifying Party as soon as practicable after any pending or threatened claim or demand asserted by a third party which the Indemnified Party has reason determined has given or could give rise to believe that the Indemnifying Party will have an a right of indemnification obligation with respect to such under this Agreement ("Third Party Claim and shall provide Claims") against the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe Indemnified Party, describing in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable facts and circumstances with respect to the Third Party Claim and subject matter of such claim or demand; provided, however, that the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party of the Third Party Claim provide such notice shall not relieve release the Indemnifying Party from any duty to indemnify hereunder unless and of its obligations under this Article XI except to the extent that the Indemnifying Party demonstrates that is materially prejudiced by such failure. Subject to the failure 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 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 promptly notify it assume and control the defense of such Third Party Claim prejudiced at its ability expense and through counsel of its choice if it gives notice of its intention to defend such Third Party Claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have do so to the Indemnified Party otherwise than under this Agreementwithin 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. ThereafterIn 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 deliver cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, within five Business Days after at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s receipt thereof's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, copies of 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 notices such witnesses, records, materials and documents (including court papers) received information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party relating to the Party. No such Third Party ClaimClaim 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. If any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends A party that may be entitled to seek indemnification hereunder from a party be indemnified pursuant to this Agreement Section 11.2 or 11.3 (the “"Indemnified Party") shall promptly notify the other party (the "Indemnifying Party”), then such Indemnified Party shall give ") in writing within 15 days of notice thereof of the Third Party Claim to the Indemnifying Party as soon as practicable after any pending or threatened claim or demand asserted by a third party which the Indemnified Party has reason determined has given or could give rise to believe that the Indemnifying Party will have an a right of indemnification obligation with respect to such under this Agreement ("Third Party Claim and shall provide Claims") against the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe Indemnified Party, describing in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable facts and circumstances with respect to the Third Party Claim and subject matter of such claim or demand; provided, however, that the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party of the Third Party Claim provide such notice shall not relieve release the Indemnifying Party from any duty to indemnify hereunder unless and of its obligations under this Article XI except to the extent that the Indemnifying Party demonstrates that is materially prejudiced by such failure. Subject to the failure 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 XI within 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 promptly notify it assume and control the defense of such Third Party Claim prejudiced at its ability expense and through counsel of its choice if it gives notice of its intention to defend such Third Party Claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have do so to the Indemnified Party otherwise than under this Agreementwithin 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. ThereafterIn 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 deliver cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, within five Business Days after at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s receipt thereof's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, copies of all notices and documents (including court papers) received by in the event the Indemnified Party relating to the Third Party Claim.is, directly or indirectly,

Notice of Third Party Claim. If any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends A party that may be entitled to seek indemnification hereunder from a party be indemnified pursuant to this Agreement Section 10.1 or 10.2 (the “"Indemnified Party") shall promptly notify the other party (the "Indemnifying Party”), then such Indemnified Party shall give ") in writing within fifteen (15) days of notice of the Third Party Claim to the Indemnifying Party as soon as practicable after any pending or threatened claim or demand asserted by a third party which the Indemnified Party has reason determined has given or could give rise to believe that the Indemnifying Party will have an a right of indemnification obligation with respect to such under this Agreement ("Third Party Claim and shall provide Claims") against the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe Indemnified Party, describing in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable facts and circumstances with respect to the Third Party Claim and subject matter of such claim or demand; provided, however, that the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party of the Third Party Claim provide such notice shall not relieve release the Indemnifying Party from any duty to indemnify hereunder unless and of its obligations under this Article X except to the extent that the Indemnifying Party demonstrates that is materially prejudiced by such failure. Subject to the failure 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 promptly notify it assume and control the defense of such Third Party Claim prejudiced at its ability expense and through counsel of its choice if it gives notice of its intention to defend such Third Party Claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have do so to the Indemnified Party otherwise than under this Agreementwithin 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. ThereafterIn 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 deliver cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, within five Business Days after at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s receipt thereof's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, copies of 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 notices such witnesses, records, materials and documents (including court papers) received information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party relating to the Party. No such Third Party ClaimClaim 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. If any Third Party Claim In the event a claim is asserted made or filed against an Indemnified Party and such by a Person other than any Affiliate of the Indemnifying Party (a “Third Party Claim”), the Indemnified Party intends shall promptly (but in any event no more than ten (10) calendar days after receiving notice of or otherwise becoming aware that such Third Party Claim has been made or filed) provide written notice to seek indemnification hereunder from a party to this Agreement the Indemnifying Party (the “Indemnity Notice”) hereunder (“Indemnifying Party”)) of the same in writing, then such Indemnified and the Indemnifying Party shall give notice of defend, compromise, and/or settle the Third Party Claim at its sole cost and expense, utilizing counsel that is acceptable to the Indemnifying Party as soon as practicable after the Indemnified Party has reason to believe that the Indemnifying Party will have an indemnification obligation with respect to such Third Party Claim and shall provide the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify provide the Indemnifying Party of the Third Party Claim Indemnity Notice within such ten (10) calendar day period shall not relieve the Indemnifying Party from any duty to indemnify liability hereunder unless such failure materially and to the extent that substantially prejudiced the Indemnifying Party demonstrates that from defending, compromising, and/or otherwise settling the failure Third-Party Claim. The Indemnifying Party shall not be responsible for the expenses, including counsel fees, of the Indemnified Party to promptly notify it incurred after the Indemnifying Party assumes defense of such Third Party Claim prejudiced its ability to defend such Third the Third-Party Claim; provided, that the failure of but the Indemnified Party to notify the may participate therein and retain counsel at its own expense. The Indemnifying Party shall not relieve consent to the Indemnifying Party from entry of any liability which it may have to judgment or enter into any settlement affecting the Indemnified Party otherwise than under this Agreement. Thereafter, without the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after prior written consent of the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimwhich consent shall not be unreasonably withheld.

Notice of Third Party Claim. If any Third Party Claim is asserted against an Indemnified Party and such Indemnified Party intends (a) A party that may be entitled to seek indemnification hereunder from a party be indemnified pursuant to this Agreement Section 11.1 or 11.2 (the “"Indemnified Party") shall promptly notify the other party (the "Indemnifying Party”), then such Indemnified Party shall give ") in writing within 15 days of notice thereof of the Third Party Claim to the Indemnifying Party as soon as practicable after any pending or threatened claim or demand asserted by a third party which the Indemnified Party has reason determined has given or could give rise to believe that the Indemnifying Party will have an a right of indemnification obligation with respect to such under this Agreement ("Third Party Claim and shall provide Claims") against the Indemnifying Party with all papers served with respect to such Third Party Claim. Such notice shall describe Indemnified Party, describing in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable facts and circumstances with respect to the Third Party Claim and subject matter of such claim or demand; provided, however, that the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure of the Indemnified Party to so notify the Indemnifying Party of the Third Party Claim provide such notice shall not relieve release the Indemnifying Party from any duty to indemnify hereunder unless and of its obligations under this Article XI except to the extent that the Indemnifying Party demonstrates that is materially prejudiced by such failure. Subject to the failure of Indemnifying Party's right to defend in good faith (b) 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 promptly notify it assume and control the defense of such Third Party Claim prejudiced at its ability expense and through counsel of its choice if it gives notice of its intention to defend such Third Party Claim; provided, that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have do so to the Indemnified Party otherwise than under this Agreementwithin 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. ThereafterIn 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 deliver cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, within five Business Days after at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s receipt thereof's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, copies of 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 notices such witnesses, records, materials and documents (including court papers) received information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party relating to the Party. No such Third Party ClaimClaim may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld).