Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the ATI Group or the Teledyne Technologies Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof as soon as practicable but in any event not less than 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Teledyne Technologies Inc), Separation and Distribution Agreement (Teledyne Technologies Inc)
Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the ATI Group or the Teledyne Technologies Water Pik Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof as soon as practicable but in any event not less than 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice asas provided in this Section 5.05(a) shall
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Water Pik Technologies Inc), Separation and Distribution Agreement (Water Pik Technologies Inc)
Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the ATI Group or the Teledyne Technologies Water Pik Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof as soon as practicable but in any event not less than 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice asas provided in this Section 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Water Pik Technologies Inc), Separation and Distribution Agreement (Water Pik Technologies Inc)
Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the ATI Group or the Teledyne Technologies Water Pik Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party and, if ATI is not the Indemnifying Party, ATI written notice thereof as soon as practicable but in any event not less than 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice asas provided in this Section 5.05(a) shall not relieve the related Indemnifying Party of its obligations
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Allegheny Technologies Inc), Separation and Distribution Agreement (Water Pik Technologies Inc)
Procedures for Indemnification of Third Party Claims. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the ATI QUALCOMM Group or the Teledyne Technologies Leap Group of any claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.02 4.1 or 5.034.2, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party andand each party to this Agreement, if ATI is not the Indemnifying Party, ATI written notice thereof as soon as practicable but in any event not less than 20 within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding If any Person shall receive notice or otherwise learn of the foregoingassertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, the failure such Person shall give each other party to this Agreement written notice thereof within 20 days after becoming aware of any Indemnitee or other Person to give such Third Party Claim. Any such notice asshall describe the
Appears in 1 contract
Samples: Separation and Distribution Agreement (Leap Wireless International Inc)