Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. In the event that a third party (including any Governmental Entity) files a lawsuit, enforcement action or other proceeding against a Party entitled to indemnification under this Article 7 (an “Indemnified Party”) or the Indemnified Party receives notice of, or becomes aware of, a condition or event which otherwise entitles such Party to the benefit of any indemnity hereunder in connection with a claim by a third party (including any Governmental Entity) (a “Third Party Claim”), the Indemnified Party shall give written notice thereof (the “Claim Notice”) promptly to each Party obligated to provide indemnification pursuant to this Article 7 (an “Indemnifying Party”); provided, however, the failure to deliver a Claim Notice in a prompt fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party’s ability to defend against the event with respect to which indemnification is sought is adversely affected by the failure of the Indemnified Party to give notice in a timely fashion. The Claim Notice shall describe in reasonable detail the nature of the claim, including an estimate, if practicable, of the amount of Losses that have been or may be suffered or incurred by the Indemnified Party attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement.

Procedures Relating to Indemnification. In the event that a third party (including any Governmental Entity) files a lawsuit, enforcement action or other proceeding against a Party party entitled to indemnification under this Article 7 VIII (an “Indemnified Party”) or the Indemnified Party receives notice of, or becomes aware of, of a condition or event which otherwise entitles may entitle such Party party to the benefit of any indemnity hereunder in connection with a claim by a third party (including any Governmental Entity) (a “Third Party Claim”), the Indemnified Party shall give written notice thereof (the “Claim Notice”) promptly to each Party party obligated to provide indemnification pursuant to this Article 7 VIII (an “Indemnifying Party”); provided, however, the failure to deliver a Claim Notice in a prompt fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party’s ability to defend against the event with respect to which indemnification is sought is adversely affected by the failure of the Indemnified Party to give notice in a timely fashion. The Claim Notice shall describe in reasonable detail the nature of the claim, including an estimate, if practicable, of the amount of Losses damages that have been or may be suffered or incurred by the Indemnified Party attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder, unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby.

Procedures Relating to Indemnification. In the event that a third party (including any Governmental Entity) files a lawsuit, enforcement action or other proceeding against a Party party entitled to indemnification under this Article 7 XI (an “Indemnified Party”) or the Indemnified Party receives notice of, or becomes aware of, a condition or event which that otherwise entitles such Party party to the benefit of any indemnity hereunder in connection with a claim Claim by a third party (including any Governmental Entity) (a “Third Party Claim”), the Indemnified Party shall give written notice thereof (the “Claim Notice”) promptly to each Party party obligated to provide indemnification pursuant to this Article 7 XI (an “Indemnifying Party”); provided, however, the failure to deliver a Claim Notice in a prompt fashion shall not result in a waiver of any right to . All claims for indemnification hereunder except to the extent that the Indemnifying Party’s ability to defend against the event with respect to which indemnification is sought is adversely affected by the failure of the Indemnified Party to give notice in a timely fashionshall be bona fide. The Claim Notice shall describe in reasonable detail the nature of the claimClaim, including an estimate, if practicable, of the amount of Losses damages that have been or may be suffered or incurred by the Indemnified Party attributable to such claim Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder, unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby.

Procedures Relating to Indemnification. In the event that a third party (including any Governmental Entity) files a lawsuit, enforcement action or other proceeding against a Party party entitled to indemnification under this Article 7 VIII (an “‘‘Indemnified Party”’’) or the Indemnified Party receives notice of, or becomes aware of, of a condition or event which otherwise entitles such Party party to the benefit of any indemnity hereunder in connection with a claim by a third party (including any Governmental Entity) (a “‘‘Third Party Claim”’’), the Indemnified Party shall give written notice thereof (the “‘‘Claim Notice”’’) promptly to each Party party obligated to provide indemnification pursuant to this Article 7 VIII (an “‘‘Indemnifying Party”’’); provided, however, the failure to deliver a Claim Notice in a prompt fashion shall not result in a waiver of any right to . All claims for indemnification hereunder except to the extent that the Indemnifying Party’s ability to defend against the event with respect to which indemnification is sought is adversely affected by the failure of the Indemnified Party to give notice in a timely fashionshall be bona fide. The Claim Notice shall describe in reasonable detail the nature of the claimClaim, including an estimate, if practicable, of the amount of Losses damages that have been or may be suffered or incurred by the Indemnified Party attributable to such claim Claim and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. Notwithstanding the foregoing, failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder, unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby.