Common use of Procedures for Non-Third Party Claims Clause in Contracts

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide the Indemnifying Party with written notice of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the failure of the Indemnified Party to give prompt notice to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party will have 45 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide shall notify the Indemnifying Party with written notice in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise Party if the Indemnified Party intends to the claim of seek indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, respect to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the failure pursuant to this Article 9. Failure of the Indemnified Party to give prompt such notice to shall not relieve the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification hereunder from its obligations under this Article 9, except if and to the extent that the Indemnifying Party is actually prejudiced as a result of such failurethereby. The Indemnifying Party will shall have 45 60 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will shall include providing reasonable access access, in a manner that does not unreasonably disrupt the normal operation of the business of the Indemnified Party, to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide the Indemnifying Party with written notice of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, provided that the failure of the Indemnified Party to give prompt notice to the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification hereunder except expect to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party will have 45 60 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide the Indemnifying Party with written notice of its discovery of any matter giving rise to a claim of indemnity pursuant to this Article IX that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) , if applicable), evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the . The failure to make timely delivery of such written notice by the Indemnified Party to give prompt notice to the Indemnifying Party shall not affect relieve the Indemnified Party’s right Indemnifying Party from any liability under this Section 9.03 with respect to indemnification hereunder such matter, except to the extent that the Indemnifying Party is actually materially prejudiced as a result of such failure. The Indemnifying Party will have 45 days from receipt of any such notice by failure to give notice of dispute of the claim to the Indemnified Partysuch notice. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide ------------------------------------- shall notify the Indemnifying Party with written notice promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with . Any such written notice stating the nature, basis shall set forth in reasonable detail and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and then known the basis for indemnification sought and otherwise in reasonable detail; provided, that the failure such claim for indemnification. Failure of the Indemnified Party to give prompt such notice to shall not relieve the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification hereunder from liability on account of this indemnification, except to the extent that the Indemnifying Party is actually prejudiced as a result of such failurethereby. The Indemnifying Party will shall have 45 30 days from receipt of any such notice to give written notice of dispute of the claim to the Indemnified Party. If the Indemnified Party does not receive written notice of dispute within such 30-day period, the amount of such Loss shall be conclusively deemed a liability of the Indemnifying Party. The Indemnified Party will reasonably shall cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include include, but not be limited to, providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters matters, furnishing employees to assist in the investigation, and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide notify the Indemnifying Party with written notice in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, . The failure so to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the failure of the Indemnified Party to give prompt notice to notify the Indemnifying Party shall not affect relieve the Indemnified Party’s right to indemnification hereunder Indemnifying Party from liability on account of this indemnification, except only to the extent that the Indemnifying Party is actually prejudiced as a result of such failurethereby. The Indemnifying Party will have 45 days from receipt of any such notice to give written notice of dispute of the claim to the Indemnified Party, which notice shall state in reasonable detail the reason for such dispute. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access access, in a manner that does not unreasonably disrupt the normal operation of the business of the Indemnified Party, to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide notify the Indemnifying Party with written notice in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving and that gives rise to the a claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the . The failure of the Indemnified Party so to give prompt notice to notify the Indemnifying Party shall not affect relieve the Indemnified Party’s right to indemnification hereunder Indemnifying Party from liability on account of this indemnification, except to the extent that the Indemnifying Party is actually prejudiced as a result of such failurethereby. The Indemnifying Party will have 45 60 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party, which notice shall state in reasonable detail the reason(s) for such dispute. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide the Indemnifying Party with written notice of its discovery of any matter giving rise to a claim of indemnity pursuant to this Article IX that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers, if any) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the . The failure of the Indemnified Party so to give prompt notice to notify the Indemnifying Party shall not affect relieve the Indemnified Party’s right to indemnification hereunder Indemnifying Party from liability on account of this indemnification, except only to the extent that the Indemnifying Party is actually prejudiced as a result of such failurethereby. The Indemnifying Party will have 45 60 days from receipt of any such written notice to give notice of dispute of the claim to the Indemnified Party, which notice shall state in reasonable detail the reason for such dispute. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access access, in a manner that does not unreasonably disrupt the normal operation of the business of the Indemnified Party, to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide notify the Indemnifying Party with written notice in writing promptly of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, . The failure so to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, that the failure of the Indemnified Party to give prompt notice to notify the Indemnifying Party shall not affect relieve the Indemnified Party’s right to indemnification hereunder Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is actually prejudiced as a result of such failurethereby. The Indemnifying Party will have 45 days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing upon reasonable notice reasonable access to the properties of the Acquired Company and its subsidiaries and copies of information, records and documents relating to such matters, furnishing using commercially reasonable efforts to make available employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance other assistance, where commercially reasonable, with respect to such matters; provided, that such assistance and cooperation does not unreasonably disrupt the normal operations of the Acquired Company and its subsidiaries.

Procedures for Non-Third Party Claims. The Indemnified Party will promptly provide the Indemnifying Party with written notice of its discovery of any matter that does not involve a Third Party Claim being asserted against or sought to be collected from the Indemnified Party, giving rise to the claim of indemnity pursuant hereto, with such written notice stating the nature, basis and the amount thereof, to the extent known, along with copies of the relevant notices and documents (including court papers) evidencing such matter and the basis for indemnification sought and otherwise in reasonable detail; provided, however, that the failure of the Indemnified Party to give prompt provide such notice to shall not release the Indemnifying Party shall not affect the Indemnified Party’s right to indemnification hereunder from any of its obligations under this Article except to the extent that the Indemnifying Party is actually materially prejudiced as a result of by such failure. The Indemnifying Party will have 45 twenty (20) days from receipt of any such notice to give notice of dispute of the claim to the Indemnified Party. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.