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

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person not a party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification (the “indemnifying party party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) 20 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the such indemnified party failed to give such notice). Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.10) in respect of, arising out of or involving a claim or demand made by any person a third party against the indemnified party (a “Third Party Claim”), such indemnified party must promptly notify the indemnifying party in writing, and writing (which notice shall describe in reasonable detail, of detail the events giving rise to such Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice Claim), of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been is actually prejudiced as a result of by such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person other than a party to this Agreement against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify the indemnifying party against whom indemnity is sought (the "Indemnifying Party") in writing, and in reasonable detail, of the Third Party Claim such claim or demand within ten (10) business days Business Days after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claimthereof; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party parties relating to the Third Party Claimsuch claim or demand.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for Within ten (10) Business Days after a BioMarin Indemnitee or Medicis Indemnitee obtains Knowledge of the commencement of any third-party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect ofclaim, arising out of action, suit or involving a claim or demand made by any person against the indemnified party proceeding (a “Third Party Claim”), such indemnified party must notify ) or the indemnifying party in writing, and in reasonable detail, occurrence of any fact which may become the basis of a Third Party Claim within ten (10) business days after receipt by in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such indemnified party Indemnified Party shall notify in writing the Indemnifying Party of written notice of the such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party person (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person that is not party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification under this Agreement (the “indemnifying party party”) of the Third Party Claim in writing, and in reasonable detail, of the Third Party Claim within ten twenty (1020) business days Business Days after receipt by such indemnified party of written notice of the Third Party 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; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within Within ten (10) business days Business Days after receipt by such indemnified party of written notice a BioMarin Indemnitee or Medicis Indemnitee obtains Knowledge of the commencement of any third-party claim, action, suit or proceeding (a "THIRD PARTY CLAIM") or the occurrence of any fact which may become the basis of a Third Party Claim in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such Indemnified Party shall notify in writing the Indemnifying Party of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a1) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall Indemnified Party will deliver to the indemnifying partyIndemnifying Party, promptly within five Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, in a timely manner will not affect the indemnification provided hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for For a party person (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement (other than indemnification under Section 10.01 that shall be governed by Section 10.10), in respect of, arising out of or involving a claim or demand made by any person third party against the indemnified party (a “Third "Third-Party Claim”"), such indemnified party must promptly notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the 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 shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within Within ten (10) business days Business Days after receipt by such indemnified party of written notice a BioMarin Indemnitee or Ascent Indemnitee obtains Knowledge of the commencement of any third-party claim, action, suit or proceeding (a "THIRD PARTY CLAIM") or the occurrence of any fact which may become the basis of a Third Party Claim in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such Indemnified Party shall notify in writing the Indemnifying Party of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person who is not a party to this Agreement or an Affiliate, agent or representative of the foregoing against the indemnified party (a “Third Party Claim”), such indemnified party must shall notify the indemnifying party in writing, and in reasonable detail, writing of the Third Party Claim within ten Claim, setting forth in reasonable detail such claim and the basis for indemnification and the amount of such Losses incurred or that such indemnified party reasonably estimates in good faith is likely to be incurred in connection with such claim (10) business days taking into account the information then available to the indemnified party), promptly after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, as promptly as reasonably practicable after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party ClaimClaim and the indemnified party shall provide the indemnifying party with such other information with respect to any such Third Party Claim reasonably requested by the indemnifying party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party the Indemnified Party must notify (i) the indemnifying party Indemnifying Party if the Third Party Claim is one for which Indemnifying Party must give indemnification, in writing, and in reasonable detail, of the Third Party Claim within ten (10) business 30 days after receipt by such indemnified party the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnifying party ability to defend such claim or demand shall have been prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which prior to the indemnified party failed to give giving of such noticenotice by the Indemnified Party if notice is not timely given). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within 10 days after the indemnified party’s Indemnified Party's receipt thereof, EXECUTION COPY copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for For a party person (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification under Section 10.01 that shall be governed by Section 10.10), in respect of, arising out of or involving a claim or demand made by any person third party against the indemnified party (a “Third Third-Party Claim”), such indemnified party must promptly notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the 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 shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “"Third Party Claim”), ") such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify (i) the indemnifying party Seller if the Third Party Claim is one for which the Seller must give indemnification, or (ii) the Buyer if the Third Party Claim is one for which the Buyer must give indemnification, in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder under this Agreement except to the extent that the indemnifying party ability to defend such claim or demand shall have been prejudiced as a result of such failure (except that the indemnifying party making indemnification shall not be liable for any expenses incurred during the period in which prior to the giving of such notice by the indemnified party failed to give such noticeif notice is not timely given). Thereafter, the indemnified party shall deliver to the indemnifying partySeller or the Buyer, promptly as applicable, within ten days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a A party believing that it is entitled to indemnification under Section 7.02 or Section 7.03 (the an “indemnified party”) shall give prompt written notification to the other party (the “indemnifying party”) of the commencement of any claim, action, lawsuit or other proceeding for which indemnification may be entitled to sought or, if earlier, upon the assertion of any indemnification provided for under this Agreement in respect ofsuch claim, arising out of action, lawsuit or involving a claim or demand made other proceeding by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, ) (it being understood and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; providedagreed, however, that the failure by an indemnified party to give such notification notice of a Third Party Claim as provided in this Section 7.06 shall not affect relieve the indemnifying party of its indemnification provided hereunder obligation under this Agreement except and only to the extent the that such indemnifying party shall have been is actually materially prejudiced as a result of such failure (to give notice, except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person who is not a party to this Agreement or an Affiliate, agent or representative of the foregoing against the indemnified party (a “Third Party Claim”), such indemnified party must shall, as promptly as reasonably practicable, notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claimfor which indemnity may be sought hereunder; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party forfeits rights or defenses by reason of such failure or shall have been materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which failure. Such notice by the indemnified party failed shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall include the estimated amount (if it is reasonably possible to give calculate such notice)amount) of the Losses that have been or may be sustained by the indemnified party. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for If a party intends to seek indemnification (the “indemnified party”) to be entitled with respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person not a party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification (the “indemnifying party party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) 20 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any defense expenses incurred during the period in which the such indemnified party failed to give such noticenotice as required above). Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In a)In order for a party person (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person that is not party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification under this Agreement (the “indemnifying party party”) of the Third Party Claim in writing, and in reasonable detail, of the Third Party Claim within ten twenty (1020) business days Business Days after receipt by such indemnified party of written notice of the Third Party 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; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person third party including a Tax Authority against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the 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 shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person who is not a party to this Agreement or an Affiliate, agent or representative of the foregoing against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days promptly after receipt by such indemnified party of written notice of the Third Party ClaimClaim pursuant to Section 7.04; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party other than claims for Taxes which are addressed by Section 10.09 (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. Within ten (a10) In order for Business Days after a BioMarin Indemnitee or Ascent Indemnitee obtains Knowledge of the commencement of any third-party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect ofclaim, arising out of action, suit or involving a claim or demand made by any person against the indemnified party proceeding (a “Third Party Claim”), such indemnified party must notify ) or the indemnifying party in writing, and in reasonable detail, occurrence of any fact which may become the basis of a Third Party Claim within ten (10) business days after receipt by in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such indemnified party Indemnified Party shall notify in writing the Indemnifying Party of written notice of the such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In a)In order for a party Party (the an “indemnified partyIndemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 7 in respect of, of Losses arising out of or involving a claim or demand made by any person Person other than Purchaser or Seller against the indemnified party a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writingIndemnified Party must, and in reasonable detail, promptly after its receipt of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the commencement of such Third Party Claim, notify the Party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) in writing (including in such notice a brief description of such Third Party Claim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure to give promptly provide such notification notice shall not affect the indemnification provided hereunder under this Article 7 except to the extent that the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the such Third Party Claim.