Procedure with Respect to Third-Party Claims. (a)If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 8.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.
Procedure with Respect to Third-Party Claims. Subject to Section 7.4 and Section 8.6(e), which shall govern Claims with respect to Taxes, the following provisions shall apply.
Procedure with Respect to Third-Party Claims. (a) Promptly after any Party (the “Claiming Party”) believes that it has a Claim for indemnification against another Party (the “Responding Party”) as a result of a pending or threatened Claim by a third party (a “Third Party Claim”), the Claiming Party shall promptly notify the Responding Party of such Third Party Claim and specify in such notice, in reasonable detail, each individual Loss subject to indemnification hereunder, the basis for any alleged indemnification obligation related to each such Loss (including, the nature of the misrepresentation, breach of warranty, breach of covenant or indemnification Claim on which such Claim for indemnification is based) and the computation of the amount of indemnification to which such Claiming Party claims to be entitled hereunder. The Claiming Party shall enclose with such notice a copy of all papers served with respect to such Third Party Claim, if any, and any other material documents in the possession or under the control of such Claiming Party relating to such Third Party Claim. Any failure of a Claiming Party to so notify a Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the defense of such Third Party Claim is materially prejudiced by the failure to give such notice.
Procedure with Respect to Third-Party Claims. (a) If a Buyer Indemnitee receives notice of any matter involving a Claim asserted by a third party that would give rise to an indemnification Claim against the Indemnitor, then Buyer Indemnitee shall, as promptly as is practicable, deliver to the Indemnitor a written notice describing, to the extent practicable, such matter in reasonable detail. The failure to make timely delivery of such written notice by Buyer Indemnitee to the Indemnitor shall not relieve the Indemnitor from any Liability under this Article IX with respect to such matter, except to the extent the Indemnitor is actually materially prejudiced.
Procedure with Respect to Third-Party Claims. Except as provided in Section 6.10(c) with respect to Claims relating to Taxes,
Procedure with Respect to Third-Party Claims. (a) If any Buyer Indemnified Party or Contributor Indemnified Party (each, an “Indemnitee”) becomes subject to a pending or threatened Claim of a third party (a “Third Party Claim”) and Buyer or Contributor, as applicable (the “Claiming Party”), believes such Indemnitee has an Indemnity Claim against the other Party (the “Responding Party”) as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for such Indemnity Claim setting forth the nature of the Third Party Claim and the amount thereof in reasonable detail. The failure of the Claiming Party to so notify the Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the defense of such Third Party Claim is materially prejudiced by the failure to give such notice.
Procedure with Respect to Third-Party Claims. (a) If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a "Third-Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not itself, however, relieve the Indemnifying Party of its indemnification obligations for which it would otherwise be liable, except and only to the extent that the Indemnifying Party forfeits rights or defenses or otherwise prejudices the defense of such claim by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.
Procedure with Respect to Third-Party Claims. 47 9.6. Right of Set-off. 48 ARTICLE X MISCELLANEOUS 49 10.1. Notices. 49 10.2. Entire Agreement. 50 10.3. Binding Effect; Assignment; No Third Party Benefit. 50 10.4. Severability. 50 10.5. Specific Performance and Other Remedies. 51 10.6. Amendment. 51 10.7. Waiver. 51
Procedure with Respect to Third-Party Claims. 79 10.7.Procedures with Respect to Retained Seller Actions 80 10.8.Access to Information 81 ARTICLE XI MISCELLANEOUS 81 11.1.Notices 81 11.2.Entire Agreement 82 11.3.Expenses 83 11.4.Disclosure 83 11.5.Waiver 83 11.6.Amendment 83 00.0.Xx Third Party Beneficiary 83 11.8.Assignment; Binding Effect 84 11.9.Specific Performance 84 11.10.Headings 84 11.11.Invalid Provisions 84 11.12.Counterparts; Facsimile 84
Procedure with Respect to Third-Party Claims. (a) If any Indemnified Party becomes subject to a pending or threatened Claim of a third party and such Indemnified Party (the "Claiming Party") believes it has a claim for indemnification under this ARTICLE IX as a result, then the Claiming Party shall promptly notify the Party from which the indemnification is sought (the "Responding Party") in writing of the basis for such Claim setting forth the nature of the Claim in reasonable detail (including the amount of the Claim, if known, and copies of any summons complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure of the Claiming Party to so notify the Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the Responding Party's ability to defend against, settle or satisfy any Loss in respect of such Claim is materially prejudiced by the failure to give such notice.
