Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. (a) The Party seeking indemnification under Section 9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under this Article or such sectionother provision of this Agreement. Such notice shall set forth in reasonable detail such Third Party Claim Claim, including the amount thereof (estimated, if necessary, and if then estimable), and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 11.02 or 11.04 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action Proceeding by any third party (excluding, in the case of the Investor Indemnified Parties, any such Proceeding against the Company or any of its Affiliates) (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 12.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) which notice in the case of an indemnification claim pursuant the Equityholders shall be given to Section 9.2(a) against or by Seller or the EquityholdersEquityholders Representative) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection 12.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Any Third-Party Claim notice shall be accompanied by copies of any material documentation submitted by the third party making such Third-Party Claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount (if known) of the claimed Damages. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing (a “Claim Notice”) to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice The Claim Notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified PartyParty and which amount shall not be conclusive of the final amount of the Third Party Claim). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying PartyParty or the defense available to the Indemnifying Party with respect to such Third Party Claim.

Third Party Claim Procedures. (a) 9.3.1. The Party seeking indemnification under Section 9.2 ‎9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification including a copy of the written notice/suit received by the Indemnified Party asserting or commencing such Third Party Claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party seeking indemnification under Section 9.2 this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) (the “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under this Article or such sectionother provision of this Agreement. Such notice shall set forth in reasonable detail such Third Party Claim Claim, including the amount thereof (estimated, if necessary, and if then estimable), and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced impacted the Indemnifying Party. The Indemnified Party shall provide the Indemnifying Party with such additional information with respect to such Third Party Claim as the Indemnifying Party may reasonably request.

Third Party Claim Procedures. (a) The Party If any matter shall arise which constitutes or may give rise to a Loss subject to indemnification by any party as provided in this Agreement (an “Indemnity Claim”), the party seeking indemnification under Section 9.2 to be indemnified (the “Indemnified Party”) agrees to shall give prompt written notice in writing (a “Notice of Claim”) of such Indemnity Claim to the Party against party from whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an it seeks indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) ), setting forth the relevant facts and circumstances of the assertion of any claim or the commencement of any Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such section. Such notice shall set forth Indemnity Claim in reasonable detail such Third Party Claim and the basis for indemnification (taking into account amount of indemnity sought from the information then available to the Indemnified Party). The Indemnifying Party with respect thereto; provided, however, that any failure to so promptly notify the Indemnifying Party shall of the Indemnity Claim will not relieve the Indemnifying Party of its obligations hereunder, except from any obligation hereunder unless (and then solely to the extent such failure shall have materially and adversely prejudiced extent) the Indemnifying PartyParty is materially prejudiced by such failure.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 ‎‎Section 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim and the basis for indemnification in respect thereof, including the specific Section or Sections hereof that the Indemnified Party claims to have been breached (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) 9.3.1. The Party seeking indemnification under Section 9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification including a copy of the written notice/suit received by the Indemnified Party asserting or commencing such Third Party Claim (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 11.02 or Section 11.03 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party against the Indemnified Party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)) and attach a copy of any summons, complaint or other pleading served upon the Indemnified Party. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 9.2(a) or Section 9.2(b) (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 6.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification indemnification, 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 any other material details pertaining thereto (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 11.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.. The Indemnified Party shall provide the Indemnifying Party with such additional information with respect to such Third Party Claim as the Indemnifying Party may reasonably request. 103

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 this ARTICLE VIII (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionthis ARTICLE VIII. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. After receipt of such notice, the Indemnified Party shall deliver to the Indemnifying Party promptly copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Third Party Claim Procedures. (a) The Party party seeking indemnification under Section 9.2 9.02(a), Section 9.03 or Section 9.04 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under such sectionSection. Such notice shall set forth in reasonable detail detail, to the extent then known, the facts and circumstances of such Third Third-Party Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The Indemnified Party shall also provide the Indemnifying Party with such additional information with respect to such Third-Party Claim as the Indemnifying Party may reasonably request. The failure of the Indemnified Party to so notify the Indemnifying Party or provide such additional information shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Party seeking indemnification under Section 9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party Third Party (a “Third Third-Party Claim”) in respect of which indemnity may be sought under such sectionSection 9.2. Such notice shall set forth in reasonable detail such Third Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party)) and, to the extent practicable, an estimate of Losses. The So long as the notice thereof is given within the applicable survival period set forth in Section 9.1, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly 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.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 9.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party party against whom indemnity is to be sought (or the Equityholders’ Representative (with a copy to the Escrow Agent) in the case of an indemnification claim pursuant to Section 9.2(a) against the Equityholders) (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action suit, action or proceeding by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such sectionSection (a “Claim Notice”). Such notice The Claim Notice shall set forth in reasonable detail such Third Party Claim and Claim, the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified PartyParty and which amount shall not be conclusive of the final amount of the Third Party Claim). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying PartyParty or the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim.