Common use of Notice to the Indemnifying Party Clause in Contracts

Notice to the Indemnifying Party. Promptly after the assertion of any Claim by a third-party against a Party hereto or of a Party learning of the occurrence of any event which may give rise to a Claim for indemnification from a Party (the “Indemnifying Party”) under this Section 18, and in no event more than thirty (30) days after receiving written notice of such a Claim, such Party (the “Indemnified Party”) shall notify the Indemnifying Party in writing of such Claim, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof (the “Indemnity Notice”) and, with respect to Claims by third parties, advise the Indemnifying Party whether the Indemnified Party intends to contest same. The right to indemnification hereunder shall not be affected by any failure or delay of or by the Indemnified Party to give an Indemnity Notice (provided such written notice was delivered on or before the end of the Applicable Survival Period) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced (including the ability of the Indemnifying Party to obtain applicable insurance coverage) or the Losses for which the indemnification rights exist are materially greater than such Losses would have been had prompt notice been given, in each case, as a result of the failure of the Indemnified Party to give, or delay in giving, such Indemnity Notice.

Notice to the Indemnifying Party. Promptly Within thirty (30) days after the (i) assertion of any Claim claim by a third-party against (a “Third Party hereto Claim”), or of a Party learning of the (ii) occurrence of any event which may give not involving a Third Party Claim (a “Non-Third Party Claim” and, together with a Third Party Claim, each a “Claim”), giving rise to a Claim claim for indemnification from a Party party (the “Indemnifying Party”) under this Section 18Article XVIII, and in no event more than thirty (30) days after receiving written notice of such a Claim, such Party the other party (the “Indemnified Party”) shall notify the Indemnifying Party in writing of such Claim, describing Claim setting forth the claim, the amount thereof (if known and quantifiable) and the basis thereof (the “Indemnity Notice”) and, with respect to Claims by third parties, advise the Indemnifying Party whether the Indemnified Party intends to contest same. The right to indemnification hereunder shall not be affected by any failure or delay of or by the Indemnified Party to give an Indemnity Notice (provided such written notice was delivered on or before the end nature of the Applicable Survival Period) unless, Claim and then only specifying in reasonable detail (to the extent thatthe same can be reasonably estimated or ascertained) the individual items and amount of Damages, the date each such item was paid, suffered or arose, or if such Damages have not yet been paid, suffered or incurred (such notice is hereinafter referred to as an “Indemnity Claim Notice”); provided, however, failure to provide such notice shall not in any way serve to waive or diminish the indemnification rights and remedies of the Indemnified Party. Notwithstanding the foregoing, any inadvertent delay in notifying the Indemnifying Party shall have been prejudiced (including in no case prejudice the ability of the Indemnifying Party to obtain applicable insurance coverage) or the Losses for which the indemnification rights exist are materially greater than such Losses would have been had prompt notice been given, in each case, as a result of the failure of the Indemnified Party under this Agreement except to give, or delay in giving, the extent the Indemnifying Party shall actually be prejudiced by such Indemnity Noticefailure.