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

Notice; Payment of Losses; Defense of Claims. (a) A party which is entitled to indemnification under Section 6.2 (individually and collectively, an "Indemnified Party") shall give written ----------------- notice thereof to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after receipt ------------------ of any written claim by any third party and in any event not later than 30 business days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the Indemnified Party), specifying in reasonable detail the amount, nature and source of the claim, and including 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 material damages 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) A party which is entitled to indemnification under Section 6.2 (individually and collectively, an "An Indemnified Party") Party shall give written ----------------- notice thereof to the party required Indemnifying Party promptly (with a copy to provide such indemnification hereunder the Company), and in any event not later than thirty (individually and collectively, an "Indemnifying Party"30) promptly business days after receipt ------------------ assertion of any written claim by any third party and in any event not later than 30 business days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the Indemnified Party)party, specifying in reasonable detail the amount, nature and source of the claim, and including therewith copies of any notices or other documents received from third parties with respect to such claim; providedPROVIDED, howeverHOWEVER, that failure to give such [Stock Purchase and Redemption Agreement] 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 damages prejudice 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. In all matters for which an Indemnified Party seeks indemnification under this Agreement or defends, contests, settles or negotiates any related claim, such Indemnified Party shall act in a manner consistent with that which a reasonably prudent person with no access to indemnity would take to mitigate any Losses it may suffer.

Notice; Payment of Losses; Defense of Claims. (a) A party An Indemnified Party which is entitled seeks to assert its indemnification under rights pursuant to this Section 6.2 (individually and collectively, an "Indemnified Party") 7 shall give written ----------------- notice thereof to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") promptly after receipt ------------------ of any written claim by any third party and in any event not later than 30 business thirty (30) days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint (or substantially equivalent pleading) filed with a court of competent jurisdiction and served on the Indemnified Party), specifying in reasonable detail the amount, nature and source of the claim, and including 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 material damages or is materially prejudiced 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) A party which is entitled to An Indemnified Party shall give written notice of a claim for indemnification under Section 6.2 (individually and collectively, 7.2 to an "Indemnified Party") shall give written ----------------- notice thereof to the party required to provide such indemnification hereunder (individually and collectively, an "Indemnifying Party") Party promptly after receipt ------------------ of any written claim by any third party and in any event not later than 30 ten (10) business days after receipt of any such written claim (or not later than ten (10) business days after the receipt of any such written claim in the event such written claim is in the form of a formal complaint filed with a court of competent jurisdiction and served on the Indemnified Party)claim, specifying in reasonable detail the amount, nature and source of the claim, and including 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 material damages 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. In the event that a claim for indemnification from a Seller Indemnifying Party under Section 7.2 is brought against more than one Seller Indemnifying Party, the actions to be taken by, and the notices to be sent to, the Indemnifying Party under this Section 7.4 may be taken by, and shall be sent to, the Stockholders’ Representative on behalf of the Seller Indemnifying Parties or the Seller Indemnified Parties.