Common use of Procedures Related to Indemnification for Other Claims Clause in Contracts

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 or 9.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 or 9.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 10.01 or 9.02 10.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty promptly after obtaining knowledge of such claim, which notice shall refer to the provision of this Agreement upon which such claim is based, and describe in reasonable detail (to the extent known) the facts giving rise to such claim and the amount of Losses asserted against the indemnifying party relating to such claim. The failure by any such indemnified party so to so notify the such indemnifying party shall not relieve the such indemnifying party from any liability Liability which it may have to such indemnified party under Section 9.01 10.01 or 9.0210.02, except and only to the extent that the such indemnifying party demonstrates that it has shall have been materially actually prejudiced by as a result of such failure. If the such indemnifying party disputes its liability Liability with respect to such claim, the such indemnifying party and the such indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionjurisdiction as set forth in Section 11.11.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying paying party under Section 9.01 6.01 or 9.02 a claim for breach of warranty that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with claim, in reasonable promptness detail, to the indemnifying paying party. The ; provided, however, that failure by any indemnified party to so notify the indemnifying paying party shall not relieve the indemnifying paying party from any liability which it may have to such indemnified party under Section 9.01 6.01 or 9.02for damages for breach of warranty, except and only to the extent that the indemnifying paying party demonstrates that it has forfeits rights or defenses by reason of such failure or shall have been materially prejudiced by as a result of such failure. If the indemnifying paying party disputes its liability with respect to such claim, the indemnifying paying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 or 9.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 or 9.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 11.01 or 9.02 11.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty after obtaining knowledge of such claim. The failure by any such indemnified party so to so notify the such indemnifying party shall not relieve the such indemnifying party from any liability which it may have to such indemnified party under Section 9.01 11.01 or 9.0211.02, except to the extent that the such indemnifying party demonstrates that it has been materially and actually prejudiced by such failure. If the such indemnifying party disputes its liability with respect to such claim, the such indemnifying party and the such indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionjurisdiction as set forth in Section 12.12.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 6.01 or 9.02 6.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with claim, in reasonable promptness detail, to the indemnifying party. The ; provided, however, that failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 6.01 or 9.026.02, except and only to the extent that the indemnifying party demonstrates that it has forfeits rights or defenses by reason of such failure or shall have been materially prejudiced by as a result of such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 7.02 or 9.02 Section 7.03 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 7.02 or 9.02Section 7.03, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 or 9.02 that does not involve a Third Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 or 9.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 10.01 or 9.02 10.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty promptly after obtaining knowledge of such claim. The failure by any such indemnified party so to so notify the such indemnifying party shall not relieve the such indemnifying party from any liability which it may have to such indemnified party under Section 9.01 10.01 or 9.0210.02, except to the extent that the such indemnifying party demonstrates that it has been materially and actually prejudiced by such failure. If the such indemnifying party disputes its liability with respect to such claim, the such indemnifying party and the such indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionjurisdiction as set forth in Section 12.12.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 10.01 or 9.02 10.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified partyparty or does not otherwise involve a Tax claim, the resolution of which is governed by Section 10.09, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty promptly after obtaining knowledge of such claim. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 10.01 or 9.0210.02, except to the extent that the indemnifying party demonstrates that it has been materially prejudiced by such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 10.01 or 9.02 10.02 that does not involve a Third Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty promptly after obtaining knowledge of such claim. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 10.01 or 9.0210.02, except and only to the extent that the such indemnifying party demonstrates that it has been materially is actually prejudiced by as a result of such failurefailure to give notice. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall may be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 7.01 or 9.02 7.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall promptly deliver written notice of such claim with claim, in reasonable promptness detail, to the indemnifying party. The party pursuant to Section 7.04; provided, however, that failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 7.01 or 9.027.02, except and only to the extent that the indemnifying party demonstrates that it has shall have been materially prejudiced by as a result of such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of and promptly resolve such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 or 9.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty after obtaining knowledge of such claim. The failure by any such indemnified party so to so notify the such indemnifying party shall not relieve the such indemnifying party from any liability which it may have to such indemnified party under Section 9.01 or 9.02, except to the extent that the such indemnifying party demonstrates that it has been materially and actually prejudiced by such failure. If the such indemnifying party disputes its liability with respect to such claim, the such indemnifying party and the such indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionjurisdiction as set forth in Section 10.12.

Procedures Related to Indemnification for Other Claims. In the event any indemnified party should have a claim against any indemnifying party under Section 9.01 10.01 or 9.02 Section 10.02 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying partyparty promptly after obtaining knowledge of such claim. The failure by any indemnified party so to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to such indemnified party under Section 9.01 10.01 or 9.02Section 10.02, except to the extent that the indemnifying party demonstrates that it has been actually and materially prejudiced by such failure. If the indemnifying party disputes its liability with respect to such claim, the indemnifying party and the indemnified party, party shall proceed in good faith to negotiate a resolution of such dispute dispute, and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.