Common use of Notification and Defense of Claims or Actions Clause in Contracts

Notification and Defense of Claims or Actions. (i) As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying Party." An Indemnified Party which proposes to assert the right to be indemnified under this Section 9.1 must submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party must, within 15 business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Party, notify the Indemnifying Party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party of any such Proceeding will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party must deliver to the Indemnifying Party, within 15 days after receipt by the Indemnified Party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (i) As used in this Section, any When either party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying Party." An Indemnified Party which proposes to assert the right to be indemnified under this Section 9.1 must submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With Article 10 with respect to claims based on actions by third partiesthird-party claims, an Indemnified Party mustactions, suits, or proceedings, such party (the "INDEMNIFIED PARTY") shall, within 15 business 30 days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partythe claim, action, suit, or proceedings, notify the Indemnifying Party other party (the "INDEMNIFYING PARTY") in writing of the commencement of such Proceedingwriting, enclosing a copy of all papers served; providedserved or received. On receipt of the notice, however, that the failure to so notify the Indemnifying Party shall have the right to direct the defense of any such Proceeding will not relieve the Indemnifying Party from any liability which it may have to matter, but the Indemnified PartyParty shall be entitled to participate in the defense and, except to the extent that the Indemnified Party desires, to jointly direct the defense with Indemnifying Party is prejudiced thereby. Thereafter, with counsel mutually satisfactory to the Indemnified Party must deliver to and the Indemnifying Party, within 15 days after receipt at the Indemnifying Party's expense. The Indemnified Party shall also have the right to employ its own separate counsel in any such action. The fees and expenses of the Indemnified Party's counsel shall be paid by the Indemnified Party unless: (a) the employment of the counsel has been authorized by the Indemnifying Party; (b) the Indemnifying Party's counsel in such litigation has reasonably concluded that there may be a conflict of interest between action; or (c) the Indemnifying Party has not, copies in fact, employed counsel satisfactory to the Indemnified Party to assume the defense of all further notices relating to such claimthe action. In each of these cases, the fees and expenses of the Indemnified Party's counsel shall be paid by the Indemnifying Party. Neither the Indemnifying Party nor the Indemnified Party shall be liable for any settlement of any action or claim described in this Article 10 that is effected without its consent.

Notification and Defense of Claims or Actions. (ia) As used in this SectionArticle 7, any party seeking indemnification pursuant to this Section 9.1 Article 7 is referred to as an "Indemnified Partyindemnified party" and any party from whom indemnification is sought pursuant to this Section Article 7 is referred to as an "Indemnifying Partyindemnifying party." An Indemnified Party indemnified party which proposes to assert the right to be indemnified under this Section 9.1 must Article 7 shall submit a written demand for indemnification to the Indemnifying Party within fifteen (15) business days of becoming aware of such potential claim setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this such notice will not affect the such claim of indemnification except to the extent of actual prejudice to the Indemnifying Partyindemnifying party. With respect to claims based on actions by third parties, an Indemnified Party mustindemnified party shall, within 15 fifteen (15) business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partyindemnifying party, notify the Indemnifying Party indemnifying party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party indemnifying party of any such Proceeding will shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party is prejudiced thereby. Thereafter, the Indemnified Party must indemnified party shall deliver to the Indemnifying Partyindemnifying party, within 15 fifteen (15) days after receipt by the Indemnified Partyindemnified party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (i) As used in this SectionSection 9.1, any party Person seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Party" “indemnified party” and any party Person from whom indemnification is sought pursuant to this Section 9.1 is referred to as an "Indemnifying Party“indemnifying party." ” An Indemnified Party indemnified party which proposes to assert the right to be indemnified under this Section 9.1 must shall submit to the indemnifying party a written demand for indemnification to the Indemnifying Party within fifteen (15) business days of becoming aware of such potential claim setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this such notice will not affect the such claim of indemnification except to the extent of actual prejudice to the Indemnifying Partyindemnifying party. With respect to claims based on actions by third parties, an Indemnified Party mustindemnified party shall, within 15 fifteen (15) business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partyindemnifying party, notify the Indemnifying Party indemnifying party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party indemnifying party of any such Proceeding will shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party is prejudiced thereby. Thereafter, the Indemnified Party must indemnified party shall deliver to the Indemnifying Partyindemnifying party, within 15 fifteen (15) business days after receipt by the Indemnified Partyindemnified party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (i) As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "“Indemnified Party" ” and any party from whom indemnification is sought pursuant to this Section is referred to as an "“Indemnifying Party." ” An Indemnified Party which proposes to assert the right to be indemnified under this Section 9.1 must shall submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this such notice will not affect the such claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party mustshall, within 15 fifteen (15) business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Party, notify the Indemnifying Party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party of any such Proceeding will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party must shall deliver to the Indemnifying Party, within 15 fifteen (15) days after receipt by the Indemnified Party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (i1) As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Partyindemnified party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying Partyindemnifying party." An Indemnified Party indemnified party which proposes to assert the right to be indemnified under this Section 9.1 must shall submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party mustindemnified party shall, within 15 business twenty (20) days after the receipt of notice of the commencement of any Proceeding claim, action, suit or proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partyindemnifying party, notify the Indemnifying Party indemnifying party in writing of the commencement of such Proceedingclaim, action, suit or proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party indemnifying party of any such Proceeding will claim, action, suit or proceeding shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party is prejudiced thereby. Thereafter, the Indemnified Party must indemnified party shall deliver to the Indemnifying Partyindemnifying party, within 15 twenty (20) days after receipt by the Indemnified Partyindemnified party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (ia) As used in this SectionArticle 11, any party seeking indemnification pursuant to this Section 9.1 Article 11 is referred to as an "Indemnified Partyindemnified party" and any party from whom indemnification is sought pursuant to this Section Article 11 is referred to as an "Indemnifying Partyindemnifying party." An Indemnified Party indemnified party which proposes to assert the right to be indemnified under this Section 9.1 must Article 11 shall submit a written demand for indemnification to the Indemnifying Party within fifteen (15) business days of becoming aware of such potential claim setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this such notice will not affect the such claim of indemnification except to the extent of actual prejudice to the Indemnifying Partyindemnifying party. With respect to claims based on actions by third parties, an Indemnified Party mustindemnified party shall, within 15 fifteen (15) business days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partyindemnifying party, notify the Indemnifying Party indemnifying party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party indemnifying party of any such Proceeding will shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party is prejudiced thereby. Thereafter, the Indemnified Party must indemnified party shall deliver to the Indemnifying Partyindemnifying party, within 15 fifteen (15) days after receipt by the Indemnified Partyindemnified party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (i) 10.4.1 As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying PartyIndemnity Obligor." An Indemnified Party Person which proposes to assert the right to be indemnified under this Section 9.1 must Article shall, pursuant to the notice provisions of this Agreement, submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided. The parties agree that, however, that the failure to give this notice will not affect the claim for purposes of indemnification except claims arising under this Article after Closing, FLIR shall be authorized to act on behalf of the extent of actual prejudice to the Indemnifying PartyXXXXX Companies. 10.4.2 With respect to claims based on actions by third parties, an Indemnified Party mustshall, within 15 business twenty (20) days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying PartyIndemnity Obligor, notify the Indemnifying Party Indemnity Obligor in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party Indemnity Obligor of any such Proceeding will shall not relieve the Indemnifying Party Indemnity Obligor from any liability which it may have to the Indemnified Party, except to the extent that the Indemnifying Party Indemnity Obligor is prejudiced thereby. Thereafter, the Indemnified Party must shall deliver to the Indemnifying PartyIndemnity Obligor, within 15 twenty (20) days after receipt by the Indemnified Party, copies of all further notices relating to such claim.. 10.4.3 If a third-party claim is made for which an Indemnified Party is entitled to indemnification pursuant to this Article, the Indemnity Obligor will be entitled to participate in the defense of such claim and, if it so chooses, and provided that it acknowledges its obligation to indemnify the Indemnified Party, to assume primary responsibility for the defense of such claim with counsel selected by the Indemnity Obligor and not reasonably objected to by the Indemnified Party. Should the Indemnity Obligor assume the defense of such claim, the 38

Notification and Defense of Claims or Actions. (i1) As used in this Section, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Partyindemnified party" and any party from whom indemnification is sought pursuant to this Section is referred to as an "Indemnifying Party." indemnifying party". An Indemnified Party indemnified person which proposes to assert the right to be indemnified under this Section 9.1 must shall submit a written demand for indemnification to the Indemnifying Party setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party mustindemnified party shall, within 15 business twenty (20) days after the receipt of notice of the commencement of any Proceeding claim, action, suit or proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partyindemnifying party, notify the Indemnifying Party indemnifying party in writing of the commencement of such Proceedingclaim, action, suit or proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party indemnifying party of any such Proceeding will claim, action, suit or proceeding shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party is prejudiced thereby. Thereafter, the Indemnified Party must indemnified party shall deliver to the Indemnifying Partyindemnifying party, within 15 twenty (20) days after receipt by the Indemnified Partyindemnified party, copies of all further notices relating to such claim.

Notification and Defense of Claims or Actions. (i) As used in this SectionSection 9.1, any party seeking indemnification pursuant to this Section 9.1 is referred to as an "Indemnified Partyindemnified party" and any party from whom indemnification is sought pursuant to this Section 9.1 is referred to as an "Indemnifying Partyindemnifying party." An Indemnified Party indemnified party which proposes to assert the right to be indemnified under this Section 9.1 must shall submit a written demand for indemnification to the Indemnifying Party indemnifying party setting forth in summary form with specificity the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give this notice will not affect the claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party mustindemnified party shall, within 15 business 10 days after the receipt of notice of the commencement of any Proceeding against it in respect of which a claim for indemnification is to be made against an Indemnifying Partyindemnifying party, notify the Indemnifying Party indemnifying party in writing of the commencement of such Proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the Indemnifying Party indemnifying party of any such Proceeding will claim, action, suit or proceeding shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to the Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party is prejudiced thereby. Thereafter, the Indemnified Party must indemnified party shall deliver to the Indemnifying Partyindemnifying party, within 15 5 days after receipt by the Indemnified Partyindemnified party, copies of all further notices relating to such claim.