Common use of Notice; Payment of Losses; Defense of Claims Clause in Contracts

Notice; Payment of Losses; Defense of Claims. (a) An Indemnified Party shall give written notice of a Loss to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after becoming aware thereof , which notice shall specify in reasonable detail the amount, nature and source of the claim and include therewith copies of any notices or other documents received from third parties with respect to such claim ; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any prejudice or harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice.

Notice; Payment of Losses; Defense of Claims. (a) An A Buyer Indemnified Party or a Seller Indemnified Party (as applicable, an “Indemnified Party”) shall give written notice of a claim for indemnification of a Loss actually sustained or suffered under Section 7.2 or Section 7.3 to the party required to provide such indemnification hereunder a Seller Indemnifying Party or Buyer Indemnifying Party (individually and collectivelyas applicable, an "“Indemnifying Party") promptly after becoming aware thereof ”), which notice shall specify specifying in reasonable detail the amount, nature and source of the claim Loss, and include including therewith copies of any notices or other documents received from third parties with respect to such claim Loss; provided, however, that failure to give such notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement except to the extent that the Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims as the Indemnifying Party may reasonably request by written notice.