Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. An Indemnified Party shall give prompt written notice (a “Claim Notice”) to the party or parties obligated to provide indemnification (the “Indemnifying Party”) after the Indemnified Party first becomes aware (and in any event within 30 days thereof) of the basis for a claim for indemnification pursuant to this Article XII (including any Third Party Claim) (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (a) a reasonably detailed description and, if reasonably available or determinable, the Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (b) a reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (c) a demand for payment of such Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party is actually prejudiced by such failure.

Procedures Relating to Indemnification. An In order for a Person that has rights of indemnification under this Agreement (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party shall give prompt written notice (a “Claim NoticeThird Party Claim”) to ), such Indemnified Party must notify the indemnifying party or parties obligated to provide indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after the receipt by such Indemnified Party first becomes aware (and in any event within 30 days thereof) of notice of the basis for a claim for indemnification pursuant to this Article XII (including any Third Party Claim) (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (a) a reasonably detailed description and, if reasonably available or determinable, the Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (b) a reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (c) a demand for payment of such Loss; provided, provided that failure to give such notification on a timely basis shall not affect such Indemnified Party’s right to the indemnification provided hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party is shall have been actually prejudiced by as a result of such failure; provided further that, for purposes of making claims against the Indemnity Escrow Amount, written notice to the Representative shall be deemed written notice to the Indemnifying Party pursuant to this Section 10E(i). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days 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. An In order for a Person (the "Indemnified Party shall give prompt written notice (a “Claim Notice”Party") to the party be entitled to any indemnification provided for under this Agreement in respect of a claim or parties obligated to provide indemnification (the “Indemnifying Party”) after demand made by any Person against the Indemnified Party first becomes aware (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party (the "Indemnifying Party") in writing, and in any event within 30 days thereof) reasonable detail (including a description of the claim, the amount thereof (if known and quantifiable) and the basis for a thereof and the provisions of this Agreement upon which such claim for indemnification pursuant to this Article XII (including any is made), of the Third Party Claim as promptly as reasonably possible after receipt, but in no event later than five Business Days after receipt, by such Indemnified Party of notice of the Third Party Claim) (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (a) a reasonably detailed description and, if reasonably available or determinable, the Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (b) a reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (c) a demand for payment of such Loss; provided, provided that failure to give such notification on a timely basis shall not affect such Indemnified Party’s right to the indemnification provided hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party is shall have been actually prejudiced by as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days 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. An Indemnified Party shall give prompt written notice (a) In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person who is not an Indemnitee against the Indemnitee (a “Claim Notice”) to "Third Party Claim"), such Indemnitee must notify the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”"indemnifying party") after in writing, and in reasonable detail, of the Indemnified Third Party first becomes aware (Claim reasonably promptly, and in any event within 30 20 business days thereof) after receipt by such Indemnitee of written notice of the basis for a claim for indemnification pursuant to this Article XII (including any Third Party Claim) (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (a) a reasonably detailed description and, if reasonably available or determinable, the Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (b) a reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (c) a demand for payment of such Loss; provided, however, that failure to give such notification shall not affect such Indemnified Party’s right to the indemnification provided hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party is indemnifying party shall have been actually prejudiced by as a result of such failure.failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice); and provided further, however, that with respect to any matter for which Newco is the indemnifying

Procedures Relating to Indemnification. An Indemnified Party shall give prompt written notice (a “Claim Notice”) to the party or parties obligated to provide indemnification (the “Indemnifying Party”) after the Indemnified Party first becomes aware (and in any event within 30 thirty (30) days thereof) of the basis for a claim for indemnification pursuant to this Article XII (including any Third Party Claim) (such claim, an “Indemnification Claim”), and such Claim Notice shall contain (ai) a reasonably detailed description and, if reasonably available or determinable, the Special Indemnification Loss incurred or reasonably expected to be incurred by the Indemnified Party together with such supporting documents reasonably available to such Indemnified Party, (bii) a reasonably detailed explanation of the basis for the Indemnification Claim to the extent of the facts then known by the Indemnified Party, and (ciii) a demand for payment of such Special Indemnification Loss; provided, that failure to give such notification shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve the Indemnifying Party from any of its obligations under this Article XII except to the extent the Indemnifying Party is actually prejudiced by such failure.