Common use of Procedures for Claims Clause in Contracts

Procedures for Claims. (a) (i) In order for an Indemnitee to be entitled to any indemnification provided for under this Article XII in respect of, arising out of or involving a claim made by any third party against the Indemnitee (a "THIRD PARTY CLAIM"), the Indemnitee must notify the Indemnitor in writing of the Third Party Claim (a "THIRD PARTY CLAIM NOTICE") promptly following receipt by such Indemnitee of written notice of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1(a) and 12.2 (a "VALID THIRD PARTY CLAIM NOTICE"), must be accompanied by a copy of the written notice of the third party claimant to the Indemnitee asserting the Third Party Claim; PROVIDED that the failure to provide such Notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the Indemnification Period) shall not affect the obligations of the Indemnitor hereunder except to the extent the Indemnitor is prejudiced thereby. The Indemnitee shall deliver to the Indemnitor copies of all other notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Procedures for Claims. (a) (ia)(i) In order for an Indemnitee to be entitled to any indemnification provided for under this Article XII IX in respect of, arising out of or involving a claim made by any third party against the Indemnitee (a "THIRD PARTY CLAIMThird Party Claim"), the Indemnitee must notify the Indemnitor in writing of the Third Party Claim (a "THIRD PARTY CLAIM NOTICEThird Party Claim Notice") promptly following receipt by such Indemnitee of written or oral notice of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1(a9.01(a) and 12.2 9.02 (a "VALID THIRD PARTY CLAIM NOTICEValid Third Party Claim Notice"), must be accompanied by a copy of the written notice notice, if any, of the third party claimant to the Indemnitee asserting the Third Party Claim, or, if such Third Party Claim shall not have been made in writing, the written notice of Indemnitee certifying as to the receipt by Indemnitee of the oral Third Party Claim, and, in each case, setting forth in reasonable detail, the facts then known by Indemnitee with respect to such Third Party Claim; PROVIDED provided that the failure to provide such Notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the Indemnification Period) shall not affect the obligations of the Indemnitor hereunder except to the extent the Indemnitor is prejudiced thereby. The Indemnitee shall deliver to the Indemnitor copies of all other notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Procedures for Claims. (a) (i) In order for an Indemnitee indemnified party to be entitled to any indemnification provided for under this Article XII in respect of, arising out of or involving a claim made by any third party against the Indemnitee indemnified party (a "THIRD PARTY CLAIM"“Third Party Claim”), the Indemnitee indemnified party must notify the Indemnitor indemnifying party in writing of the Third Party Claim (a "THIRD PARTY CLAIM NOTICE"“Third Party Claim Notice”) promptly following receipt by such Indemnitee indemnified party of written notice notice, if any, of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1(a) 12.1 and 12.2 (a "VALID THIRD PARTY CLAIM NOTICE"“Valid Third Party Claim Notice”), must be accompanied by a copy of the written notice of the third party claimant to the Indemnitee indemnified party asserting the Third Party Claim; PROVIDED provided, that the failure to provide such Notice notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the Indemnification Periodapplicable period set forth in Section 12.1) shall not affect the obligations of the Indemnitor indemnifying party hereunder except to the extent the Indemnitor indemnifying party is prejudiced thereby. The Indemnitee indemnified party shall deliver to the Indemnitor indemnifying party copies of all other notices and documents (including court papers) received by the Indemnitee indemnified party relating to the Third Party Claim.

Procedures for Claims. (a) (i) In order for an Indemnitee to be entitled to any indemnification remedy provided for under this Article XII 6 in respect of, arising out of or involving a claim made by any third party against the Indemnitee (a "THIRD PARTY CLAIM")Third Party Claim, the Indemnitee must notify the Indemnitor in writing of the Third Party Claim (a "THIRD PARTY CLAIM NOTICEThird Party Claim Notice") promptly following receipt by such Indemnitee of written or oral notice of the Third Party Claim, which notification, to be a valid Third Party Claim Notice, with the effect set forth in Sections 12.1(a) and 12.2 Notice (a "VALID THIRD PARTY CLAIM NOTICEValid Third Party Claim Notice"), must be accompanied by a copy of the written notice notice, if any, of the third party Third Party claimant to the Indemnitee asserting the Third Party Claim, or, if such Third Party Claim shall not have been made in writing, the written notice of Indemnitee certifying as to the receipt by Indemnitee of the oral Third Party Claim, and, in each case, setting forth in reasonable detail, the facts then known by Indemnitee with respect to such Third Party Claim; PROVIDED provided, however, that the failure to provide such Notice promptly (so long as a Valid Third Party Claim Notice is given before the expiration of the Indemnification PeriodPeriod and any extensions thereof, as applicable) shall not affect the obligations of the Indemnitor hereunder except to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee shall deliver to the Indemnitor copies of all other notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (ii) The Indemnitor shall have the right to defend against any such Third Party Claim (including the conduct of any proceedings or settlement negotiations, provided that the Indemnitor shall not settle any Third Party Claim without the Indemnitee's consent, which consent shall not be unreasonably withheld or delayed) with counsel of the Indemnitor's own choosing. The Indemnitee shall have the right to participate in the defense of any Third Party Claim and to employ its own counsel (it being understood that the Indemnitor shall control such defense), at the Indemnitee's own expense. Prior to the time the Indemnitee is notified by the Indemnitor as to whether the Indemnitor will assume the defense of a Third Party Claim, the Indemnitee shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third Party Claim, including responding timely to legal process. If the Indemnitor shall decline to assume the defense of a Third Party Claim (or shall fail to notify the Indemnitee of its election to defend such Third Party Claim) within 30 days after the giving by the Indemnitee to the Indemnitor of a Valid Third Party Claim Notice with respect to the Third Party Claim, the Indemnitee shall defend against the Third Party Claim and the Indemnitor shall be liable to the Indemnitee for all reasonable fees and expenses incurred by the Indemnitee in the defense of the Third Party Claim, including the reasonable fees and expenses of counsel employed by the Indemnitee, if and to the extent that the Indemnitor is responsible to indemnify for such Third Party Claim. Regardless of which party assumes the defense of a Third Party Claim, the parties agree to cooperate with one another in connection therewith. Such cooperation shall include providing records and information which are relevant to such Third Party Claim, and which are not required by law to be kept confidential and making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. Whether or not the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor's prior written consent (which consent will not be unreasonably withheld or delayed). (b) In order for an Indemnitee to be entitled to any indemnification provided for under this Article 6 in respect of a claim as to which a Third Party Claim has not been asserted against such Indemnitee (an "Other Claim"), the Indemnitee must promptly notify the Indemnitor in writing of such Other Claim (the "Other Claim Notice"), which notification, to be a valid Other Claim Notice (a "Valid Other Claim Notice"), must certify that the Indemnitee has in good faith already sustained some (though not necessarily all) Losses, or has a good faith basis to believe Losses may be sustained, with respect to such claim. The failure by any Indemnitee to notify the Indemnitor promptly (so long as a Valid Other Claim Notice is given before the expiration of the Indemnification Period) shall not relieve the Indemnitor from any liability that it may have to such Indemnitee under Section 6.2, except to the extent that the Indemnitor has been actually prejudiced by such failure.