Common use of Notice of Third Party Claims Clause in Contracts

Notice of Third Party Claims. (a) If an Indemnified Party receives notice of the commencement or assertion of any Third Party Claim, the Indemnified Party shall notify the Indemnifier within a reasonable time thereafter, but in any event, no later than 30 days after receipt of such notice of such Third Party Claim. Such notice to the Indemnifier shall describe the Third Party Claim in reasonable detail and shall indicate, to the extent reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifier shall then have a period of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Party that it intends to dispute such Third Party Claim and participate in or assume that defence thereof, which notice shall be accompanied by reasonably particulars in writing of the basis of such dispute. (b) If an Indemnified Party has reason to believe that a person may be investigating the possibility of asserting a Third Party Claim, it shall notify the Indemnifier as soon as reasonably practicable and provide reasonable details of the circumstances thereof. The Indemnified Party and the Indemnifier shall seek to cooperate with a view to satisfying the person who may assert the Third Party Claim that there is no reasonable basis therefor.

Notice of Third Party Claims. (a) If an Indemnified Party Person receives notice of the commencement or assertion of any Third Party Claim, the Indemnified Party shall Person must notify the Indemnifier within a reasonable time as soon as reasonably practicable thereafter, but in any event, no later than 30 days after receipt of such notice of such Third Party Claim. Such notice to the Indemnifier shall must describe the Third Party Claim in reasonable detail and shall indicate, to the extent reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified PartyPerson. The Indemnifier shall will then have a period of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Party Person that it intends to dispute such Third Party Claim and participate in or assume that the defence thereofthereof (a "Dispute Notice"), which notice shall must be accompanied by reasonably reasonable particulars in writing of the basis of such dispute. (b) If an Indemnified Party Person has reason to believe that a person Person may be investigating the possibility of asserting a Third Party Claim, it shall must notify the Indemnifier as soon as reasonably practicable practicable, but in any event, no later than 30 days after discovery of such possible Third Party Claim, and provide reasonable details of the circumstances thereof. The Indemnified Party Person and the Indemnifier shall seek to will cooperate with each other with a view to satisfying the person Person who may assert the Third Party Claim that there is no reasonable basis therefor.

Notice of Third Party Claims. (a) If All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party receives notice (a “Third Party Claim”) shall be made in accordance with the procedures set forth in this Section 9.5. An Indemnified Party shall give prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or to the Seller (if the Seller is the Indemnifying Party) of the commencement or of any Legal Proceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the written assertion of any such Third Party Claim; provided, that no delay on the part of the Indemnified Party in notifying Buyer or the Seller (as applicable) shall relieve such Indemnifying Party from any obligation under this ARTICLE 9, except to the extent (i) notice is delivered after the applicable survival period for such claim (in which case the Indemnified Party shall not be entitled to assert such claim) or (ii) such delay actually prejudices the Indemnifying Party. Such notice by the Indemnified Party shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Third Party Claim, the Indemnified Party shall notify the Indemnifier within a reasonable time thereafter, but in any event, no later than 30 days after receipt provisions of such notice of such Third Party Claim. Such notice this Agreement alleged to the Indemnifier shall describe the Third Party Claim in reasonable detail and shall indicate, to the extent reasonably practicablehave been breached, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifier Damages claimed, and shall then have a period include copies of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Party that it intends to dispute such Third Party Claim and participate in or assume that defence all written evidence thereof, which notice shall be accompanied by reasonably particulars in writing of the basis of such dispute. (b) If an Indemnified Party has reason to believe that a person may be investigating the possibility of asserting a Third Party Claim, it shall notify the Indemnifier as soon as reasonably practicable and provide reasonable details of the circumstances thereof. The Indemnified Party and the Indemnifier shall seek to cooperate with a view to satisfying the person who may assert the Third Party Claim that there is no reasonable basis therefor.

Notice of Third Party Claims. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (a “Third Party Claim”) shall be made in accordance with the procedures set forth in this Section 8.5. An Indemnified Party shall give prompt written notification to Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or to the Seller (if the Seller Parties are the Indemnifying Party) of the commencement of any Legal Proceeding relating to a Third Party Claim for which indemnification may be sought or, if earlier, upon the written assertion of any such Third Party Claim; provided, that, no delay on the part of the Indemnified Party in notifying Buyer or the Seller (as applicable) shall relieve such Indemnifying Party from any obligation under this ARTICLE 8 (Indemnification), except to the extent (a) If an notice is delivered after the applicable survival period for such claim (in which case the Indemnified Party receives shall not be entitled to assert such claim) or (b) such delay actually and materially prejudices the Indemnifying Party in its ability to defend such claim. Such notice by the Indemnified Party shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the commencement or assertion of any facts constituting the basis for such Third Party Claim, the Indemnified Party shall notify provisions of this Agreement alleged to have been breached, and the Indemnifier within a reasonable time thereafter, but in any event, no later than 30 days after receipt amount of such notice of such Third Party Claim. Such notice to the Indemnifier shall describe the Third Party Claim in reasonable detail and shall indicate, Losses claimed (to the extent reasonably practicable, the estimated amount of the Loss that has been or may be sustained known by the Indemnified Party. The Indemnifier shall then have a period of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Party that it intends to dispute such Third Party Claim and participate in or assume that defence thereof, which notice shall be accompanied by reasonably particulars in writing of the basis of such dispute). (b) If an Indemnified Party has reason to believe that a person may be investigating the possibility of asserting a Third Party Claim, it shall notify the Indemnifier as soon as reasonably practicable and provide reasonable details of the circumstances thereof. The Indemnified Party and the Indemnifier shall seek to cooperate with a view to satisfying the person who may assert the Third Party Claim that there is no reasonable basis therefor.

Notice of Third Party Claims. (a) If an Indemnified Party receives notice In the event of the commencement or assertion of any a Claim brought by a Third Party (a “Third-Party Claim”), the Indemnified Party shall notify give to the Indemnifier within a reasonable time thereafterIndemnifying Party prompt and detailed notice thereof, but in any event, event no later than 30 days ten (10) Business Days after receipt of such notice of such Third-Party Claim, or no later than three (3) Business Days after receipt of such notice of such Third Party ClaimClaim if the legal period for furnishing a response to such Third Party Claim is fifteen natural days or less; provided, however, that the failure to provide such notice or any delay in providing such notice shall not release any Indemnifying Party from any of its obligations under this ARTICLE 7 or prevent any Indemnified Party from being indemnified for any Damages except to the extent the Indemnifying Party is materially prejudiced and forfeits rights or defenses by reason of such failure or delay (and then only to the extent of such prejudice). Such notice to the Indemnifier Indemnifying Party shall describe the Third Third-Party Claim in reasonable detail and and, as the case may be, shall indicateenclosed a copy of the documentation received therewith. In addition, to such notice by the extent Indemnified Party shall indicate the Claimed Amount, if reasonably practicable, the estimated amount of the Loss that has have been or may be sustained by the Indemnified Party. The Indemnifier shall then have a period of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Party that it intends to dispute such Third Party Claim and participate in or assume that defence thereof, which notice shall be accompanied by reasonably particulars in writing of the basis of such dispute. (b) If an Indemnified Party has reason to believe that a person may be investigating the possibility of asserting a Third Party Claim, it shall notify the Indemnifier as soon as reasonably practicable and provide reasonable details of the circumstances thereof. The Indemnified Party and the Indemnifier shall seek to cooperate with a view to satisfying the person who may assert the Third Party Claim that there is no reasonable basis therefor.

Notice of Third Party Claims. (a) If an Indemnified Party receives notice In the event of the commencement or assertion of any a Claim brought by a Third Party (a “Third-Party Claim”), the Indemnified Party shall notify give to the Indemnifier within a reasonable time thereafterIndemnifying Party prompt and detailed notice thereof, but in any event, event no later than 30 days ten (10) Business Days after receipt of such notice of such Third-Party Claim or within such shorter period of time as may reasonably be required to permit the Indemnifying Party to adequately respond to any such Claim (but in such a case, in no event later than prior to the expiration of half the term available to reply to the Third Party ClaimClaim in such shorter period); provided, however, that the failure to provide such notice or any delay in providing such notice shall not release any Indemnifying Party from any of its obligations under this ARTICLE 7 or prevent any Indemnified Party from being indemnified for any Damages except to the extent the Indemnifying Party is materially prejudiced by such failure or delay (and then only to the extent of such prejudice). Such notice to the Indemnifier Indemnifying Party shall describe the Third Third-Party Claim in reasonable detail and, as the case may be, shall enclosed a copy of the documentation received therewith and shall indicate, any other information or documentation available to the extent Indemnified Party (including, in the case of the Purchasers, any such available information or documentation to the Company or Subsidiaries) relevant to the notified Claim. In addition, such notice by the Indemnified Party shall indicate the Claimed Amount, if reasonably practicable, the estimated amount of the Loss that has have been or may be sustained by the Indemnified Party. The Indemnifier shall then have a period of 30 days (the "Notice Period") within which to satisfy such Third Party Claim or, failing that, to give notice to the Indemnified Party that it intends to dispute such Third Party Claim and participate in or assume that defence thereof, which notice shall be accompanied by reasonably particulars in writing of the basis of such dispute. (b) If an Indemnified Party has reason to believe that a person may be investigating the possibility of asserting a Third Party Claim, it shall notify the Indemnifier as soon as reasonably practicable and provide reasonable details of the circumstances thereof. The Indemnified Party and the Indemnifier shall seek to cooperate with a view to satisfying the person who may assert the Third Party Claim that there is no reasonable basis therefor.