Common use of Notification of Third Party Claims Clause in Contracts

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. ADVERTISING AND SALES MATERIALS; MARKS Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: (i) the names of the Contracts, as may be amended by Company from time to time; (ii) the trademarked names and service marks used in any of the marketing or advertising materials; (iii) any words or phrases that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarks, service marks, trade names, logos or other commercial or product designation(s), whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in connection with Selling Firm’s performance of the services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the Marks shall be furnished to Company for such consent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; provided, however, that failure to respond shall not relieve Selling Firm of the obligation to obtain Company’s prior written consent. After receiving Company’s consent to the use of any such material, no changes may be made to such material without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm shall no longer use, publish, or distribute the material subject to such revocation.

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. ADVERTISING AND SALES MATERIALS; MARKS Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: (i) the names of the Contracts, as may be amended by Company from time to time; (ii) the trademarked names and service marks used in any of the marketing or advertising materials; (iii) any words or phrases that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarks, service marks, trade names, logos or other commercial or product designation(s), whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in connection with Selling Firm’s performance of performing the services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the Marks shall be furnished to Company for such consent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; provided, however, that failure to respond shall not relieve Selling Firm of the obligation to obtain Company’s prior written consent. After receiving Company’s consent to the use of any such material, no changes may be made to such material without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm shall no longer use, publish, or distribute the material subject to such revocation.

Notification of Third Party Claims. The Each Indemnified Parties shall Party under this Article VII shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Article VII, notify the indemnifying party (“Indemnitor”) Indemnifying Party in writing promptly after they become aware of the commencement thereof. The omission of any Third Indemnified Party Claim threatened or brought against to so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor Party (a) other than pursuant to this Section 17, provided that any delay Article VII or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder (b) under this Article VII unless, and then only to the extent that, Indemnitor has been materially prejudiced therebysuch omission results in the Indemnifying Party’s forfeiture of substantive rights or defenses. Company and Selling Firm will cooperate in defending In case any such Third Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party Claimof the commencement thereof, reserving until resolution of each Third the Indemnifying Party Claim any issues between them concerning allocation of responsibilityshall be entitled to assume the defense thereof at its own expense, 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 with counsel satisfactory to such Third Indemnified Party Claimsin its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. All issues relating to whether Notwithstanding the Third Party foregoing, in any Claim is covered by Section 17in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the relative responsibility, liability or blameworthiness of Company right to employ separate counsel 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 control its own defense of such Third Party Claim. ADVERTISING AND SALES MATERIALS; MARKS Company and Selling FirmClaim if, on its behalf and on behalf in the reasonable opinion of its Licensed Personnelcounsel to such Indemnified Party, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: either (i) one or more defenses are available to the names of Indemnified Party that are not available to the Contracts, as may be amended by Company from time to time; Indemnifying Party or (ii) a conflict or potential conflict exists between the trademarked names Indemnifying Party, on the one hand, and service marks used such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (x) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (y) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any of action between the marketing Indemnifying Party and the Indemnified Parties or advertising materials; (iii) between the Indemnified Parties and any words or phrases third party, as such expenses are incurred. The Indemnifying Party agrees that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarksit will not, service marks, trade names, logos or other commercial or product designation(s), whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in connection with Selling Firm’s performance of the services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the Marks shall be furnished to Company for such consent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; providedPurchasers, howeversettle, that failure to respond shall not relieve Selling Firm of the obligation to obtain Company’s prior written consent. After receiving Company’s compromise or consent to the use entry of any such material, no changes may judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made to a party thereto) unless such material settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm which consent shall no longer use, publish, not be unreasonably withheld. Nothing in this Article VII shall restrict or distribute the material subject limit any rights that any Indemnified Party may have to such revocationseek equitable relief.

Notification of Third Party Claims. The Each Indemnified Parties shall Party under this Article VI shall, promptly after the receipt of notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Article VI, notify the indemnifying party (“Indemnitor”) Indemnifying Party in writing promptly after they become aware of the commencement thereof. The omission of any Third Indemnified Party Claim threatened or brought against to so notify the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor Party (a) other than pursuant to this Section 17, provided that any delay Article VI or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder (b) under this Article VI unless, and then only to the extent that, Indemnitor has been materially prejudiced therebysuch omission results in the Indemnifying Party’s forfeiture of substantive rights or defenses. Company and Selling Firm will cooperate in defending In case any such Third Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party Claimof the commencement thereof, reserving until resolution of each Third the Indemnifying Party Claim any issues between them concerning allocation of responsibilityshall be entitled to assume the defense thereof at its own expense, 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 with counsel satisfactory to such Third Indemnified Party Claimsin its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. All issues relating to whether Notwithstanding the Third Party foregoing, in any Claim is covered by Section 17in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the relative responsibility, liability or blameworthiness of Company right to employ separate counsel 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 control its own defense of such Third Party Claim. ADVERTISING AND SALES MATERIALS; MARKS Company and Selling FirmClaim if, on its behalf and on behalf in the reasonable opinion of its Licensed Personnelcounsel to such Indemnified Party, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose. Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules. Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: either (i) one or more defenses are available to the names of Indemnified Party that are not available to the Contracts, as may be amended by Company from time to time; Indemnifying Party or (ii) a conflict or potential conflict exists between the trademarked names Indemnifying Party, on the one hand, and service marks used such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (x) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (y) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any of action between the marketing Indemnifying Party and the Indemnified Parties or advertising materials; (iii) between the Indemnified Parties and any words or phrases third party, as such expenses are incurred. The Indemnifying Party agrees that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarksit will not, service marks, trade names, logos or other commercial or product designation(s), whether or not registered with a governmental entity (collectively, the “Marks”). Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in connection with Selling Firm’s performance of the services contemplated under this Agreement. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company. Any material developed by Selling Firm proposed to contain any of the Marks shall be furnished to Company for such consent prior to its use. Company shall endeavor to respond to any request for written consent within 10 calendar days; providedPurchasers, howeversettle, that failure to respond shall not relieve Selling Firm of the obligation to obtain Company’s prior written consent. After receiving Company’s compromise or consent to the use entry of any such material, no changes may judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made to a party thereto) unless such material settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without obtaining Company’s consent to such changes. Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm which consent shall no longer use, publish, not be unreasonably withheld. Nothing in this Article VI shall restrict or distribute the material subject limit any rights that any Indemnified Party may have to such revocationseek equitable relief.