Common use of Third-Party Claim Indemnification Procedures Clause in Contracts

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either party may have liability (such Person, an “Indemnifying Person”) to any Seller Indemnified Person or Purchaser Indemnified Person, as applicable (such Person, an “Indemnified Person”), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly, but in no event more than ten days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Person hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (or such lesser number of days set forth in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to defend the Indemnified Person against such Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either a party may have liability (in such Personcapacity, an “Indemnifying Person”) may have liability to any Seller Indemnified Person or Purchaser Indemnified Personhereunder, as applicable other than those relating to Taxes (such Person, an “Indemnified Person”which are the subject of Section 6.9), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly, promptly (but in no any event more than within ten days (10) days) following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, and a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (been actually and materially prejudiced by such failure or such lesser number of days set forth as provided in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Section 8.1. Thereafter, the Indemnified Person that it desires shall deliver to defend the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either a party may have liability (in such Personcapacity, an “Indemnifying Person”) may have liability to any Seller Indemnified Person or Purchaser Indemnified Personhereunder, as applicable other than those relating to Taxes (such Person, an “Indemnified Person”which are the subject of Section 6.6), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party Third Party (a “Third-Party Claim”), such Indemnified Person shall promptly, but in no event more than ten days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (been actually prejudiced by such failure or such lesser number of days set forth as provided in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Section 8.1. Thereafter, the Indemnified Person that it desires shall deliver to defend the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either a party may have liability (in such Personcapacity, an “Indemnifying Person”) may have liability to any Seller Indemnified Person or Purchaser Indemnified Person, as applicable (such Person, an “Indemnified Person”), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Third- Party Claim”), such Indemnified Person shall promptly, but in no event more than ten (10) days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (been actually prejudiced by such failure or such lesser number of days set forth as provided in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Section 5.1. Thereafter, the Indemnified Person that it desires shall deliver to defend the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand for which either party may have liability (such Person, an “Indemnifying Person”) to made by any Seller third Person against the Indemnified Person or Purchaser Indemnified Person, as applicable (such Person, an “Indemnified Person”), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party Party (a “Third-Party Third Person Claim”)) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within fifteen (15) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of such Third Person Claim. Thereafter, the Indemnified Party shall promptlydeliver to the Indemnitor, but in no event more than within ten days following such (10) Business Days after the Indemnified PersonParty’s receipt thereof, copies of a Third-Party Claim, notify all notices and documents (including court papers) received by the Indemnifying Indemnitor relating to such Third Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto Claim (a “Third Person Claim Notice”). Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement 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 an alleged basis for the claim and the amount of the liability asserted against the Indemnitor by reason of such Third Person Claim; provided, however, that the failure timely or delay of the Indemnified Party to give a Claim Notice notice to the Indemnitor as provided in this Section 10.5 shall affect not relieve the rights Indemnitor of an Indemnified Person its obligations hereunder only except to the extent that the Indemnitor shall have been actually prejudiced by such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claimfailure. The Indemnifying Person Indemnitor shall have 20 days thirty (30) Business Days (or such lesser number of days as set forth in the Third Person Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Third Person Claim Notice (the “Notice Period”) to notify the Indemnified Person Party that it desires to defend the Indemnified Person Party against such Third-Party Third Person Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either a party may have liability (in such Personcapacity, an “Indemnifying Person”) may have liability to any Seller Indemnified Person or Purchaser Indemnified Person, as applicable (such Person, an “Indemnified Person”), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly, but in no event more than ten (10) days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that the Indemnifying Person shall have been actually prejudiced by such failure has a prejudicial effect on or as provided in Section 7.1. Thereafter, the defenses or other rights available Indemnified Person shall deliver to the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person with respect relating to such the Third-Party Claim. The Indemnifying Person shall have 20 days (or such lesser number of days set forth in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to defend the Indemnified Person against such Third-Party Claim.57

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either party an Indemnifying Person may have liability (such Person, an “Indemnifying Person”) Liability to any Seller Indemnified Person or Purchaser Indemnified Personhereunder, as applicable (such Person, an “Indemnified Person”), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly, but in no event more than ten (10) days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andof which the Indemnified Person is then aware, and a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto of which the Indemnified Person is then aware (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (been actually and materially prejudiced by such failure or such lesser number of days set forth as provided in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Section 7.1. Thereafter, the Indemnified Person that it desires shall deliver to defend the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which either a party may have liability (in such Personcapacity, an “Indemnifying Person”) may have liability to any Seller Indemnified Person or Purchaser Indemnified Personhereunder, as applicable other than those relating to Taxes (such Person, an “Indemnified Person”which are the subject of Section 6.11), hereunder is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall 50 promptly, but in no event more than ten (10) days following such Indemnified Person’s receipt of a Third-Party Claim, notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (been actually and materially prejudiced by such failure or such lesser number of days set forth as provided in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify Section 8.1. Thereafter, the Indemnified Person that it desires shall deliver to defend the Indemnifying Person, promptly following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person against such relating to the Third-Party Claim.

Third-Party Claim Indemnification Procedures. (ai) In the event that any written claim or demand for which either a party may have liability (in such Personcapacity, an “Indemnifying Person”) may have liability to any Seller Indemnified Person or Purchaser Indemnified Personhereunder (assuming, as applicable (such Persononly for the purposes of this Section 8.7, an “Indemnified Person”that the Basket was zero), hereunder other than those relating to Taxes (which are the subject of Section 6.8), is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third-Party Claim”), such Indemnified Person shall promptly, but in no event more than ten thirty (30) days following such Indemnified Person’s receipt of a Third-Party Claim, Claim notify the Indemnifying Person in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim)ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto andthereto, a reasonably detailed explanation of the events giving rise to the extent practicable, such Third-Party Claim and any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure to timely to give a Claim Notice shall affect not relieve the rights Indemnifying Person of an Indemnified Person hereunder only its obligations hereunder, except to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Person with respect to such Third-Party Claim. The Indemnifying Person shall have 20 days (been actually and materially prejudiced by such failure or such lesser number of days set forth as provided in the Claim Notice as may be required by any court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to defend the Indemnified Person against such Third-Party ClaimSection 8.1.