Common use of Notification by the Indemnified Party Clause in Contracts

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8, the Indemnified Party shall at its own expense promptly (and in no event later than ten (10) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party in writing of any claim in respect of which indemnity may be sought under this Article 8 (including any pending or threatened claim or demand by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third-Party Claim”)), setting out the provisions under this Agreement on which such claim is based, and such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, setting out its estimate of the amount of Losses which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any failure or delay in providing such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent the Indemnifying Party is prejudiced by such failure or delay.

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8, the Indemnified Party shall at its own expense promptly (and in no event later than ten (10) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party in writing of any claim in respect of which indemnity may be sought under this Article 8 (including any pending or threatened claim or demand by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third-Party Claim”)), setting out the provisions under this Agreement on which such claim is based, and such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, setting out its estimate of the amount of Losses which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any failure or delay in providing such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent the Indemnifying Party is prejudiced by such failure or delay.. 8.3.2

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8VIII (Survival; Indemnification; Certain Remedies), the Indemnified Party Party’s Representative shall at its own expense promptly (and in no event later than ten twenty (1020) Business Days after the applicable Indemnified Party of becoming so aware; provided, however, that any delay or failure to reasonably promptly notify a claim shall not relieve the Indemnifying Party from its indemnification obligations, except, and then only to the extent, that such delay or failure materially and adversely affects any defenses or rights available to the Indemnifying Party with respect to such claim) notify the Indemnifying Party Party’s Representative in writing of any claim in respect of which indemnity may be sought under this Article 8 VIII (Survival; Indemnification; Certain Remedies) (including any pending or threatened claim or demand by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise ) (each, a “Third-Third Party Claim”)), setting out the provisions under this Agreement on which such claim is based, and such other information as is reasonably necessary to enable the Indemnifying Party Party’s Representative to assess the merits of the potential claim, claim and to act to preserve evidence and to make such provision as it may consider necessary (including reasonable details of then-currently available to the Indemnified Party regarding the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Third Party Claim, evidence of the Third-Third Party Claim) and, Claim available to the extent reasonably ascertainable, Indemnified Party) and setting out its reasonable estimate of the amount of Losses to the extent ascertainable which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party Party’s Representative reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances. The parties agree that (i) in this Article VIII (Survival; providedIndemnification; Certain Remedies) they intend to shorten, howeverin the case of the limited survival periods specified in Section 8.1 (Survival), the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival period specified in Section 8.1 (Survival) for such representation, warranty, covenant or agreement; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 8.4(a) (Claims Procedure) shall be expressly barred and are hereby waived; provided further that any failure or delay if, prior to such applicable date, a party hereto shall have notified the other party hereto in providing such notice shall not release accordance with the Indemnifying Party from any requirements of its obligations this Section 8.4(a) (Claims Procedure) of a claim for indemnification under this Article 8 except VIII (Survival; Indemnification; Certain Remedies) (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VIII (Survival; Indemnification; Certain Remedies) notwithstanding the extent the Indemnifying Party is prejudiced by passing of such failure or delayapplicable date.

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8XVII, the Indemnified Party shall (at its own expense expense) promptly (and in no event later than ten (10) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party in writing of any claim in respect of which indemnity may be sought under this Article 8 (XVII, including any pending or threatened claim or demand against the Indemnified Party by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third-Third Party Claim”)), setting out the details of the claim, the provisions under this Agreement on which such claim is based, its estimate of the amount of Losses to the extent ascertainable which are, or are to be, the subject of the claim and such other information (to the extent reasonably available) as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, setting out its estimate of the amount of Losses which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any the failure or delay in providing to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 XVII or otherwise affect the rights of any Indemnified Party except to the extent that the Indemnifying Party is actually prejudiced by such failure failure. The parties agree that (i) in this Article XVII they intend to shorten, in the case of the limited survival periods specified in Section 17.01, the applicable statute of limitations period with respect to certain indemnification claims hereunder, (ii) notices for claims for indemnification in respect of a breach of a representation, warranty, covenant or delayagreement must be delivered prior to the expiration of the applicable survival period specified in Section 17.01 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not delivered prior to the expiration of the applicable survival period set forth in Section 17.01 shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 17.04(a) of a claim for indemnification under this Article XVII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article XVII notwithstanding the passing of such applicable date.

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8, the Indemnified Party shall at its own expense promptly (and in no event later than ten (10) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party in writing of any claim in respect of which indemnity may be sought under this Article 8 (including any pending or threatened claim or demand by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “"Third-Party Claim”")), setting out the provisions under this Agreement on which such claim is based, and such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, setting out its estimate of the amount of Losses which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any failure or delay in providing such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent the Indemnifying Party is prejudiced by such failure or delay.

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8VIII, the Indemnified Party Party’s Representative shall at its own expense promptly (and in no event later than ten twenty (1020) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party Party’s Representative in writing of any claim in respect of which indemnity may be sought under this Article 8 VIII (including any pending or threatened claim or demand by a third party (including any Tax Authority))party, that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise otherwise) (each, a “Third-Party Claim”)), setting out the provisions under this Agreement on which such claim is based, and such other information as is reasonably necessary to enable the Indemnifying Party Party’s Representative to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, and setting out its estimate of the amount of Losses to the extent ascertainable which are, or are to be, the subject of the claim) and the Indemnified Party’s Representative shall, and shall cause the applicable Indemnified Party shall to, keep the Indemnifying Party Party’s Representative reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances. The parties agree that (i) in this Article VIII they intend to shorten, in the case of the limited survival periods specified in Section 8.1, the applicable statute of limitations period with respect to certain claims; provided(ii) notices for claims in respect of a breach of a representation, howeverwarranty, that covenant or agreement must be delivered prior to the expiration of the applicable survival period specified in Section 8.1 for such representation, warranty, covenant or agreement; and (iii) any failure or delay to timely deliver the notice of any claims for indemnification in providing such notice accordance with this Section 8.4 shall not release relieve the Indemnifying Party from any of its obligations obligation under this Article 8 VIII, except to the extent that the Indemnifying Party is prejudiced by thereby. If, prior to the expiration of the applicable survival date, a Party hereto shall have notified the other Parties hereto in accordance with the requirements of this Section 8.4 of a claim for indemnification under this Article VIII, such failure or delayclaim shall continue to be subject to indemnification in accordance with this Article VIII notwithstanding the passing of such applicable date.

Notification by the Indemnified Party. If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8IX, the Indemnified Party shall (at its own expense expense) promptly (and in no event later than ten (10) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party in writing of any claim in respect of which indemnity may be sought under this Article 8 (IX, including any pending or threatened claim or demand against the Indemnified Party by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third-Third Party Claim”)), setting out the details of the claim, the provisions under this Agreement on which such claim is based, its estimate of the amount of Losses to the extent ascertainable which are, or are to be, the subject of the claim and such other information (to the extent reasonably available) as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, setting out its estimate of the amount of Losses which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any the failure or delay in providing to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 IX or otherwise affect the rights of any Indemnified Party except to the extent that the Indemnifying Party is actually prejudiced by such failure failure. The parties agree that (i) in this Article IX they intend to shorten, in the case of the limited survival periods specified in Section 9.01, the applicable statute of limitations period with respect to certain indemnification claims hereunder, (ii) notices for claims for indemnification in respect of a breach of a representation, warranty, covenant or delayagreement must be delivered prior to the expiration of the applicable survival period specified in Section 9.01 for such representation, warranty, covenant or agreement and (iii) any claims for indemnification for which notice is not delivered prior to the expiration of the applicable survival period set forth in Section 9.01 shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 9.04(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding the passing of such applicable date.