Common use of Procedures for Indemnification; Third Party Claims Clause in Contracts

Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by a Buyer Indemnified Person or a Seller Indemnified Person (the “Indemnified Party”) of notice of the commencement of any proceeding against it for which it is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall, if a claim is to be made against Buyer or Seller, as the case may be (each, an “Indemnifying Party”), 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 pursuant to this Agreement to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party’s failure to give such notice. The Indemnified Party shall provide such evidence and documentation of the nature and extent of any Damages as may reasonably be requested by the Indemnifying Party.

Procedures for Indemnification; Third Party Claims. If a claim or demand is made against an Indemnitee by any person who is not a party to this Agreement (aa "Third Party Claim") Promptly after receipt by a Buyer Indemnified Person or a Seller Indemnified Person (the “Indemnified Party”) of notice of the commencement of any proceeding against it for as to which it such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall, if a claim is to be made against Buyer or Seller, as the case may be (each, an “Indemnifying Party”), give notice to the Indemnifying Party of the commencement of such claim, but the failure to Indemnitee shall notify the Indemnifying Party will in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not relieve affect the Indemnifying Party of any liability that it may have pursuant to this Agreement to any Indemnified Party, indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party demonstrates that shall not be liable for any expenses incurred during the defense of such action is prejudiced by period in which the Indemnifying Party’s failure Indemnitee failed to give such notice). The Indemnified Party Thereafter, the Indemnitee shall provide such evidence and documentation of the nature and extent of any Damages as may reasonably be requested by deliver to the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

Procedures for Indemnification; Third Party Claims. (a) Promptly after receipt by a Buyer Indemnified Person an indemnified party under Section 9.2 or a Seller Indemnified Person (the “Indemnified Party”) 9.3 of notice of the commencement of any proceeding against it for which it is entitled to indemnification pursuant to this Agreementit, such Indemnified Party shallindemnified party will, if a claim is to be made against Buyer or Seller, as the case may be (each, 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 pursuant to this Agreement to any Indemnified Partyindemnified party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnifying Party’s indemnifying party's failure to give such notice. The Indemnified Party indemnified party shall take all commercially reasonable steps to mitigate all Damages, including availing themselves of any reasonable and prudent defenses, limitations, rights of contribution and claims against third parties and other rights at law, and shall provide such evidence and documentation of the nature and extent of any Damages as may reasonably be requested by the Indemnifying Partyindemnifying party.

Procedures for Indemnification; Third Party Claims. (a) 9.6.1 Promptly after receipt by a Buyer WGSI Indemnified Person or a Seller Indemnified Person (the “Indemnified Party”) of notice of the commencement of any proceeding against it for which it is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall, if a claim is to be made against Buyer Purchaser or SellerSellers, as the case may be (each, an “Indemnifying Party”), 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 pursuant to this Agreement to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnifying Party’s failure to give such notice. The Indemnified Party shall provide such evidence and documentation of the nature and extent of any Damages as may reasonably be requested by the Indemnifying Party.