Common use of Notice to Indemnifying Party Clause in Contracts

Notice to Indemnifying Party. If any party (the "Indemnified Party") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party is obligated to provide indemnification (the "Indemnifying Party") pursuant to Section 7.2 or Section 7.3, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom; provided that the failure to give such notice shall not affect the Indemnifying Party's obligations hereunder except (and then only to the extent) that it is materially prejudiced thereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 7.5 of this Agreement.

Notice to Indemnifying Party. If any party (the "Indemnified ---------------------------- Party") receives notice of any claim or other commencement of any action or proceeding by a third party with respect to which any other party is obligated to provide indemnification (or parties) (the "Indemnifying Party") is obligated to provide indemnification pursuant to Section 7.2 Sections 12.1 or Section 7.312.2, the Indemnified Party shall promptly give the Indemnifying Party Party, written notice thereof, thereof which notice shall specify, if known, the amount or an estimate of the amount of the liability Liability arising therefrom; provided that no delay on the failure to give part of the Indemnified Party in giving such notice shall not affect relieve the Indemnifying Party's obligations Party of any indemnification obligation hereunder except (and then only to the extent) extent that it the Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 7.5 of this Agreementdelay.

Notice to Indemnifying Party. If any Any party (the "“Indemnified Party"”) receives seeking indemnification pursuant to Sections 13.1 or 1.1(h), or pursuant to any other indemnification covenant contained in this Agreement, shall promptly give the party from whom such indemnification is sought (the “Indemnifying Party”) written notice of any claim or other commencement of any action or proceeding the matter with respect to which any other party such indemnification is obligated to provide indemnification (the "Indemnifying Party") pursuant to Section 7.2 or Section 7.3, the Indemnified Party shall promptly give the Indemnifying Party written notice thereofsought, which notice shall specifyspecify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising therefrom; provided that therefrom and the failure to give such basis of the claim. Such notice shall not affect the Indemnifying Party's obligations hereunder except (and then only be a condition precedent to the extent) that it is materially prejudiced thereby. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent liability of the Indemnifying Party (which for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not be unreasonably withheldadversely affect the Indemnified Party’s right to indemnification hereunder except to the extent that (but only to the extent that) unless suit shall have been instituted against it and the Indemnifying Party shall conclusively demonstrates that (i) but for such failure, the Indemnifying Party could have avoided all or a portion of the Losses in question through contest, compromise, settlement or otherwise or (ii) the Indemnifying Party has suffered a Loss it would not have taken control of suffered absent such suit after notification thereof as provided in Section 7.5 of this Agreementfailure.

Notice to Indemnifying Party. If any party (the "Indemnified Party") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party is obligated to provide indemnification (or parties) (the "Indemnifying Party") is obligated to provide indemnification pursuant to Section Sections 7.1 or 7.2 or Section 7.3hereof, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify, if known, the amount or an estimate of the amount of the liability Losses arising therefrom; provided that the failure to give such . Such notice shall not affect be a condition precedent to any liability of the Indemnifying Party's obligations hereunder except (and then only to the extent) that it is materially prejudiced therebyParty for indemnification hereunder. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Indemnify Party (which shall not be unreasonably withheldwithheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 7.5 of this Agreementhereof.

Notice to Indemnifying Party. If any party (the "Indemnified Party") receives notice of any claim or other commencement of any action or proceeding with respect to which any other party is obligated to provide indemnification (or parties) (the "Indemnifying Party") is obligated to provide indemnification pursuant to Section 7.2 Sections 9 or Section 7.39.1 hereof, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, thereof which notice shall specify, if known, the amount or an estimate of the amount of the liability Losses arising therefrom; provided that the failure to give such . Such notice shall not affect be a condition precedent to any liability of the Indemnifying Party's obligations hereunder except (and then only to the extent) that it is materially prejudiced therebyParty for indemnification hereunder. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Indemnify Party (which shall not be unreasonably withheldwithheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 7.5 of this Agreement9.4 hereof.

Notice to Indemnifying Party. If any party Party (the "“Indemnified Party"”) receives notice of any claim or other commencement of any action or proceeding with respect to which any the other party Party (the “Indemnifying Party”) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Section 7.2 or Section 7.3this Section, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specifyspecify the nature of the matter in issue and, if known, the amount or an estimate of the amount of the liability arising therefrom; provided that the failure to give such . Such notice shall not affect be a condition precedent to any liability of the Indemnifying Party's obligations hereunder except (and then Party for indemnification hereunder, but only to the extent) extent that it is a failure of timely notice would prejudice materially prejudiced therebythe Indemnifying Parties. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which shall will not be unreasonably withheld) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 7.5 of this Agreementwithheld or delayed.