Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 6.2 or 8.36.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII VI by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking ---------------------------- indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in reasonable detail the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that -------- ------- the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Seller Indemnified Party or Purchaser Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the such Seller Indemnified Party or Purchaser Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 8.02 or 8.38.03, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that unless the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party party entitle to and seeking indemnification under this Article IX (an "Indemnified Party") for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the party obligated to provide indemnification under this Article IX (the "Indemnifying Party Party") specifying in detail the source of the Loss or potential Loss under Section 8.2 9.1 or 8.39.2, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII IX by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for In the event of any Loss or potential Loss arising from a claim Claim asserted by a third party against the Indemnified Party (a "“Third Party Claim"”) shall give written against a Party entitled to indemnification under this Article X (the “Indemnified Party”), notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party to the Party required to provide indemnification (the “Indemnifying Party”) promptly after notice such Indemnified Party has actual knowledge of the potential claimsuch Third Party Claim; provided, however, that the Indemnified Party failure to give notice as herein provided shall not -------- ------- be foreclosed from seeking in- demnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has shall have been materially damaged prejudiced in its ability to defend such claim. Such notice shall (i) specify in reasonable detail the basis on which indemnification is being asserted, (ii) provide a reasonable estimate of the amount of the Losses asserted therein, (iii) specify the provision or prejudiced as a result provisions of this Agreement under which such delayLosses are asserted and (iv) include copies of all notices and documents (including court papers) served on or received by the Indemnified Party from such third party.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail all material respects the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claimThird Party Claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Party Party, except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking ---------------------------- indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 or 8.3, as the case may beParty. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly within 30 days after notice its receipt of a written assertion of liability from the potential claimthird party; provided, however, that the Indemnified Party shall not be -------- ------- be foreclosed from seeking in- demnification indemnification pursuant to this Article VIII X by any failure to provide such prompt timely notice of the existence of a Third Party Claim to the Indemnifying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.

Notice of Third Party Claims. Any --------- ---------------------------- Indemnified Party seeking indemnification for any Loss or potential Loss arising from a claim asserted by a third party against the Indemnified Party (a "Third Party Claim") shall give written notice to the Indemnifying Party specifying in detail the source of the Loss or potential Loss under Section 8.2 Sec- tion 6.2 or 8.36.3, as the case may be. Written notice to the Indemnifying Party of the existence of a Third Party Claim shall be given by the Indemnified Party promptly after notice of the potential claim; provided, however, that the Indemnified Party shall not -------- ------- be foreclosed from seeking in- demnification pursuant indemnification pur- suant to this Article VIII VI by any failure to provide such prompt notice of the existence of a Third Party Claim to the Indemnifying Indemni- fying Party except and only to the extent that the Indemnifying Party actually incurs an incremental out-of-pocket expense or otherwise has been materially damaged or prejudiced as a result of such delay.