Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than the Commercial Agreements) (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that such an Indemnitee has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Third Party Claim which shall be governed by Section 9.4(b5.4(b)), within ten (10) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make Business Days of such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state , stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such IndemniteeIndemnitee or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice).

Procedures for Indemnification. (a) An Indemnitee shall give written notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give prompt notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “"Indemnifying Party”") promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that such an Indemnitee has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Third Party Claim which shall be governed by Section 9.4(b7.4(b)), within ten (10) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make Business Days of such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state , stating the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such IndemniteeIndemnitee or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice).

Procedures for Indemnification. (a) An Indemnitee If a party seeking indemnification (the “Indemnified Party”) shall give notice of any matter that such Indemnitee has determined has given claim to have suffered a Loss for which indemnification is available under Section 8.2 or would reasonably be expected to give rise to a right of 8.3, as the case may be, the Indemnified Party shall promptly notify the party responsible for indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification Article VIII (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making writing of such a determination. Such claim which written notice shall state describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the Loss claimedtime such claim is made (or if not then reasonably ascertainable, if known, and method the maximum amount of computation thereof, and containing a reference to such claim reasonably estimated by the provisions of this Agreement or Indemnified Party) (such notification being the applicable Ancillary Agreement in respect of which such right of indemnification is claimed “Claim Certificate”). In the event that within thirty (30) days after the receipt by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party of such a written notice from any of its obligations except and solely to the extent Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and considered to have been materially prejudiced as assented to and approved by the Indemnifying Party following receipt by the Indemnifying Party of a result of written notice from the Indemnified Party to such failureeffect.

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b10.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b10.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) 15 days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that such an Indemnitee has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Third Party Claim which shall be governed by Section 9.4(b7.5(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make ), within 15 Business Days of such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state , stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such IndemniteeIndemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such written notice).

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that such an Indemnitee has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Third Party Claim which shall be governed by Section 9.4(b7.4(b)), within ten (10) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make Business Days of such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state , stating the amount of the Loss loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such IndemniteeIndemnitee or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice).

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party written notice of any matter that such an Indemnitee has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Third Party Claim which shall be governed by Section 9.4(b7.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make ), within 15 Business Days of such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state , stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such IndemniteeIndemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such written notice).

Procedures for Indemnification. (a) An Indemnitee shall give prompt notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

Procedures for Indemnification. (a) An Indemnitee shall give the Indemnifying Party notice of any matter that such an Indemnitee has determined has given or would reasonably be expected to could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Third Party Claim which shall be governed by Section 9.4(b6.4(b)), within ten (10) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make Business Days of such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state , stating the amount of the Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such IndemniteeIndemnitee or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failurefailure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice).

Procedures for Indemnification. Promptly after receipt by a party entitled to indemnification hereunder (athe "Indemnitee") An of written notice of the assertion or the commencement of any Proceeding by a third party with respect to any matter for which indemnification may be sought hereunder, the Indemnitee shall give written notice of any matter that such thereof to the party obligated to indemnify the Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known"Indemnitor"), and method of computation thereof, and containing a reference to thereafter shall keep the provisions of this Agreement or the applicable Ancillary Agreement Indemnitor reasonably informed with respect thereto in respect of which such right of indemnification is claimed by such Indemniteeaccordance with Section 11.7; provided, however, that failure of the failure Indemnitee to provide such give the Indemnitor notice as provided herein shall not release relieve the Indemnifying Party from any Indemnitor of its obligations hereunder except and solely to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to the party from whom indemnification is sought and shall have been materially prejudiced as a result of be paid promptly after such failurenotice. Disputes shall be governed by Section 12.16 hereof.

Procedures for Indemnification. (a) An Promptly after receipt by a Party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the assertion of any claim or the commencement of any Litigation by a third party with respect to any matter referred to in Sections 10.3(a) or 10.3(b), the Indemnitee shall give written notice of any matter that such thereof to the Party obligated to indemnify the Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying PartyIndemnitor”) promptly (and in any event within fifteen (15) days) after making such a determination. Such ), which notice shall state include a description of the claim or Litigation, a copy of any written demand or other communication from the third party, the amount of thereof (if known and quantifiable) and the Loss claimed, if knownbasis for the claim or Litigation, and method of computation thereof, and containing a reference to thereafter shall keep the provisions of this Agreement or the applicable Ancillary Agreement in Indemnitor reasonably informed with respect of which such right of indemnification is claimed by such Indemniteethereto; provided, however, that failure of the failure Indemnitee to provide such give the Indemnitor notice as provided herein shall not release relieve the Indemnifying Party from any Indemnitor of its obligations hereunder except and solely to the extent that the Indemnifying Party shall have been materially Indemnitor is actually prejudiced as a result of such failurethereby.

Procedures for Indemnification. (a) An Indemnitee If an Indemnified Party shall give claim to have suffered a Loss for which indemnification is available under Section 9.02 or Section 9.03, as the case may be, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim which written notice shall describe in reasonable detail the nature of any matter such claim, the facts and circumstances that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (claim and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of such claim if reasonably ascertainable at the Loss claimedtime such claim is made (or if not then reasonably ascertainable, if known, and method the maximum amount of computation thereof, and containing a reference to such claim reasonably estimated by the provisions of this Agreement or Indemnified Party). In the applicable Ancillary Agreement in respect of which such right of indemnification is claimed event that within thirty (30) days after the receipt by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party of such a written notice from any of its obligations except and solely to the extent Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and considered to have been materially prejudiced as assented to and approved by the Indemnifying Party following receipt by the Indemnifying Party of a result of written notice from the Indemnified Party to such failureeffect.

Procedures for Indemnification. (a) An Indemnitee If an Indemnified Party shall give claim to have suffered a Loss for which indemnification is available under Section 9.2 or 9.3, as the case may be (for purposes of this Section 9.5, regardless of whether such Indemnified Party is entitled to receive a payment in respect of such claim by virtue of paragraph (b) of Section 9.2), the Indemnified Party shall notify the Indemnifying Party in writing of such claim within the time periods provided herein, which written notice shall describe the nature of any matter such claim, the facts and circumstances that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (claim and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of such claim if reasonably ascertainable at the Loss claimedtime such claim is made (or if not then reasonably ascertainable, if known, and method the maximum amount of computation thereof, and containing a reference to such claim reasonably estimated by the provisions of this Agreement or Indemnified Party). In the applicable Ancillary Agreement in respect of which such right of indemnification is claimed event that within forty-five (45) days after the receipt by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party of such a written notice from any of its obligations except and solely to the extent Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and considered to have been materially prejudiced as assented to and approved by the Indemnifying Party following receipt by the Indemnifying Party of a result of written notice from the Indemnified Party to such failureeffect.