Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person of notice of the commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2, of notice of the commencement of any proceeding claim against it, such Indemnified Person will, if a claim is to be made against an indemnifying party Indemnifying Party under such Section, give notice to the indemnifying party Indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified PersonIndemnifying Party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 10.1 or 10.2 of notice of the commencement of any proceeding claim against it, such Indemnified Person will, if a claim is to be made against an indemnifying party Indemnifying Party under such Section, give notice to the indemnifying party Indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified PersonIndemnifying Party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person of notice of the commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Sectionhereunder, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person (which term shall include the Shareholder for purposes of this Section 9.6) of notice of the commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under this Section 10 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Personindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.2 or 10.3 of notice of a claim against it (a “Claim”), the commencement of any proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's indemnified party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 5.1 or 5.2, of notice of the commencement of any proceeding claim against it, such Indemnified Person will, if a claim is to be made against an indemnifying party Indemnifying Party under such Section, give notice to the indemnifying party Indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified PersonIndemnifying Party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 9.2 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party Indemnified Person under such Section, give notice to the indemnifying party Majority Shareholder of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party Majority Shareholder of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 12.2, 12.3, 12.4 or 12.5 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Personindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.2 or 10.3 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's indemnified party’s failure to give such notice, and then only to the extent of such prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 9 or 9.3 of notice of the commencement of any proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Personindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person (which term shall include Seller for purposes of this Section 9.6) of notice of the commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Sections 8.2 or 8.3 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party Indemnified Person under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party Indemnified Person will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under SECTION 10.2 OR 10.3 of notice of the commencement of any proceeding Proceeding against itit by a third party, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 9.2 or 9.3 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person under Section 11.2, 11.3, 11.4, 11.5 or 11.6 of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party of notice of the commencement of any proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Sectionhereunder, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Personindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person of notice of the commencement of any proceeding against it, such Indemnified Person will, if a claim is to be made against an indemnifying party under such Section, promptly give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party of notice of the commencement of any proceeding Proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Sectionthis Agreement, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Personindemnifying party's failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Person indemnified party under Section 10.2 or 10.3 of notice of a claim against it (a "Claim"), the commencement of any proceeding against it, such Indemnified Person indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claimClaim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any Indemnified Personindemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Personindemnified party's failure to give such notice.