Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. In the event that a third party files a lawsuit, enforcement action or other proceeding against a party entitled to indemnification under this Article 6 (an "Indemnified Party") or the Indemnified Party receives notice of assertion, or knowledge, of a claim by a third party (a "Third Party Claim"), the Indemnified Party shall give written notice thereof (the "Claim Notice") promptly, but in any event not later than 30 days after receipt of notice of such Third Party Claim, to Purchaser, with respect to a claim for indemnification made pursuant to Section 6.2, or to Seller Representative, with respect to a claim for indemnification made pursuant to Section 6.1, other than with respect to any breach of a representation or warranty made by Sellers in Article 2 of this Agreement, in which case to any such Seller breaching such representation or warranty. 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 (the "Claim Detail"). Notwithstanding the foregoing, failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim or include any information required to be included in such notice shall not relieve the party obligated to provide indemnification pursuant to this Article 6 (an "Indemnifying Party") of its obligations hereunder, except to the extent that the Indemnifying Party is actually damaged thereby (including by incurring additional fees or expenses in defending such claim, having to pay greater damages or being precluded from asserting certain claims or defenses).