Common use of Right to Contest Claims of Third Parties Clause in Contracts

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI (an “Asserted Liability”), the Indemnified Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person person not a party to this Agreement (a “Third Party Claimant”) that may result in an Administrator Loss with respect to which Administrator is entitled to indemnification pursuant to Section 13.1(b) hereof or a Company Loss with respect to which the Indemnified Party would be Company is entitled to indemnification pursuant to this Article XVI Section 13.1(a) hereof (an “Asserted Liability”), the Indemnified Party, Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party’s losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI XIII (an “Asserted Liability”), the Indemnified Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 13.3 be delivered as promptly as practicable after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI VII (an “Asserted Liability”), the Indemnified Party, Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 shall be delivered as promptly as is reasonably practicable after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss Losses in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by such failure to timely deliver Indemnified Party’s Losses would have been less had such Claims NoticeNotice been timely delivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Article XVI Section 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (aA) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, Action instituted by any Person not a party to this Agreement (a “Third "Third-Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI Section 12 (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 12.7 hereof, be delivered as promptly as practicable and in any event no later than twenty (20) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure The failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver an Asserted Liability within twenty (20) Business Days of the Indemnified Party’s right to indemnification hereunder for a Loss in connection with 's receipt of written notice of such claimAsserted Liability shall not release the Indemnifying Party from any of its obligations under this Section 12, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced except to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Noticefailure.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a Loss liability with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI XI or (ii) the Company has become aware of any circumstance that could result in a claim for indemnification by the Reinsurer hereunder with respect to any Extra Contractual Obligation described in clauses (v) through (viii) of the definition of “Extra Contractual Obligation” (regardless of whether any claim or demand has been made, or any action, proceeding or investigation has been instituted by a Third Party Claimant with respect to such Extra Contractual Obligation), (each, an “Asserted Liability”), the Indemnified Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 11.3 be delivered as promptly as practicable after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss liability in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Notice.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person person not a party to this Agreement (a “Third Party Claimant”) that may result in an Administrator Loss with respect to which Administrator is entitled to indemnification pursuant to Section 13.l(b) hereof or a Company Loss with respect to which the Indemnified Party would be Company is entitled to indemnification pursuant to this Article XVI Section 13.l(a) hereof (an “Asserted Liability”), the Indemnified Party, Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for a Loss losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party’s losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Article XVI Section 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall so notify the Indemnifying Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, Action instituted by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI XV (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 15.6 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure The failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver an Asserted Liability within ten (10) Business Days of the Indemnified Party’s right to indemnification hereunder for a Loss in connection with 's receipt of written notice of such claim, but Asserted Liability shall not release the amount Indemnifying Party from any of reimbursement to which the Indemnified Party is entitled shall be reduced its obligations under this Article XV except to the extent the Indemnifying Party is materially prejudiced by such failure to timely deliver such Claims Noticefailure.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss liability with respect to which the Indemnified Party would be entitled to indemnification pursuant to this Article XVI IX (an “"Asserted Liability”"), the Indemnified Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 3 hereof, be delivered as promptly as practicable and in any event no later than ten (10) Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss liability in connection with such claim, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by such failure to timely deliver Indemnified Party's resultant liabilities would have been less had such Claims NoticeNotice been timely delivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a LLANY Loss with respect to which the Indemnified Party would be LLANY is entitled to indemnification pursuant to this Article XVI Section 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Article XVI Section 7.01(a) hereof or a CLIC Loss with respect to which CLIC is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable practicable, but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an ---------------------------------------- Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Article XVI Section 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to give the Indemnifying Party a Claims Notice with respect theretoreasonably prompt notice thereof, which Claims Notice shall, but in accordance with the provisions of Section 16.3 no event shall such notice be delivered as promptly as practicable given later than 30 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a 151 party to this Agreement (a “"Third Party Claimant”") that may result in a Purchaser Loss with respect to which the Indemnified Party would be Purchaser is entitled to indemnification pursuant to this Article XVI Section 7.01(a) hereof or a Seller Loss with respect to which Seller is entitled to indemnification pursuant to Section 7.01(b) hereof (an “"Asserted Liability”"), the Indemnified Party shall so notify the Indemnifying Party, shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable but in no event later than 10 Business Days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an Indemnified Party asserts, or may in the future seek to assert, a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “Third Party Claimant”) that may result in a an Administrator Loss with respect to which the Indemnified Party would be Administrator is entitled to indemnification pursuant to this Article XVI Section 10.1(b) or a Separate Account Loss with respect to which Provident or the Separate Account is entitled to indemnification pursuant to Section 10.1(a) (an “Asserted Liability”a "Third Party Claim"), the Indemnified Party, Party shall deliver to so notify the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 be delivered as promptly as practicable practicable, but in no event later than ten (10) Business Days after such Asserted Liability Third Party Claim is actually known to the Indemnified Party. Failure to deliver a Claims Notice notice with respect to a claim Third Party Claim in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Third Party Claim but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by Indemnified Party's losses would have been less had such failure to notice been timely deliver such Claims Noticedelivered.

Right to Contest Claims of Third Parties. (a) If an ---------------------------------------- Indemnified Party asserts, or may in the future seek to assert, asserts a claim for indemnification hereunder because (i) of a claim or demand made, or an action, proceeding or investigation instituted, by any Person not a party to this Agreement (a “"Third Party Claimant”") that may result in a Loss with respect to which the Indemnified Party would be is entitled to indemnification pursuant to this Article XVI VI (an “"Asserted Liability”"), the Indemnified Party, Party shall deliver to the Indemnifying Party a Claims Notice with respect thereto, which Claims Notice shall, in accordance with the provisions of Section 16.3 6.02 hereof, be delivered as promptly as practicable no later than 45 days after such Asserted Liability is actually known to the Indemnified Party. Failure to deliver a Claims Notice with respect to a claim an Asserted Liability in a timely manner as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party’s 's right to indemnification hereunder for a Loss Losses in connection with such claim, Asserted Liability but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced to by the extent amount, if any, by which the Indemnifying Party is materially prejudiced by such failure to timely deliver Indemnified Party's Losses would have been less had such Claims NoticeNotice been timely delivered.