Notification of Third Party Claims. (a) A Person that may be entitled to be indemnified under this Section 17 (the "Indemnified Party"), shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand by a third party, including any Governmental Authority, that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Section 17 (including a pending or threatened claim or demand asserted by a third party, including any Governmental Authority, against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 17 except to the extent the Indemnifying Party is actually prejudiced by such failure.
(b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 17.2(a), and subject to Section 17.2(d), the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such claim, assume the defense and control of any Third Party Claim but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the preceding sentence. The Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence. To the extent the principal remedy sought in any Third Party Claim is equitable relief, the Indemnifying Party shall consult with the Indemnified Party as to the selection of counsel to defend such Third Party Claim. Each Indemnified Party, shall, and shall cause each of its Affiliates and Representatives to, cooperate in good faith with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnified Party shall not withhold its consent if such settlement o...
Notification of Third Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.
Notification of Third Party Claims. In no case shall any Indemnitor under this Agreement be liable with respect to any Third-Party Claim against any Indemnitee unless the Indemnitee shall have delivered to the Indemnitor within the Notice Period a notice ("Claim Notice") describing in reasonable detail the facts giving rise to such Third-Party Claim and stating that the Indemnitee intends to seek indemnification for such Third-Party Claim from the Indemnitor pursuant to this Article.
Notification of Third Party Claims. COUNTY shall notify CONTRACTOR of the receipt of any third-party claim relating to the contract and is entitled to recover its reasonable costs incurred in providing the notification as provided in Public Contract Code Section 9201.
Notification of Third Party Claims. In no case shall any Indemnitor under this Agreement be liable for any Third Party Claim against any Indemnitee unless the Indemnitee shall have delivered to the Indemnitor a Claim Notice and the following conditions are satisfied:
Notification of Third Party Claims. Each Party will promptly notify the other Party of any Third Party claim that the manufacture, use, distribution, or other exploitation of any Product hereunder infringes, misappropriates or otherwise violates the Intellectual Property Rights of any Third Party, to the extent that a Party has actual knowledge of such Third Party claim.
Notification of Third Party Claims. OWNER shall notify CONTRACTOR of the receipt of any third-party claim relating to the contract and is entitled to recover its reasonable costs incurred in providing the notification as provided in Public Contract Code Section 9201.
Notification of Third Party Claims. The Indemnified Parties shall notify the indemnifying party (“Indemnitor”) in writing promptly after they become aware of any Third Party Claim threatened or brought against any Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor pursuant to this Section 17, provided that any delay or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, Indemnitor has been materially prejudiced thereby. Company and Selling Firm will cooperate in defending any such Third Party Claim, reserving until resolution of each Third Party Claim any issues between them concerning allocation of responsibility, liability or obligations to indemnify such Third Party Claim. Except to the extent necessary to preserve claims against each other, Company and Selling Firm will present a united defense to such Third Party Claims. All issues relating to whether the Third Party Claim is covered by Section 17, or the relative responsibility, liability or blameworthiness of Company and Selling Firm for such Third Party Claim will be resolved in a separate arbitration proceeding after the Third Party Claim is resolved. The parties acknowledge and agree that any statute of limitations relating to claims, actions or causes of action between each other under this Section 17 relating to a Third Party Claim will be tolled during the pendency of such Third Party Claim.
Notification of Third Party Claims. Each Party will promptly notify the other Party concerning any threat, warning, claim or action relating to the Services or Deliverable pursuant to this Agreement.
Notification of Third Party Claims. Each Party shall promptly inform the other in writing of any written notice to it of alleged infringement or misappropriation, based upon its performance of its obligations hereunder, of a Third Party’s Intellectual Property rights of which it shall become aware. Neither Party shall acknowledge to a Third Party the validity of any such allegation or admit liability without the prior written consent of the other. Each Party shall keep the other advised of all material developments in the conduct of any proceedings in defending any claim of such alleged infringement or misappropriation and shall cooperate with the other in the conduct of such defense. In no event may either Party settle any such infringement or misappropriation claim in a manner that would limit the rights of the other Party or impose any obligation on the other Party, without such other Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
