Third Party Claims Procedures. If any Person other than a party hereto shall assert a claim (each, a "Third Party Claim") against or with respect to a party entitled to indemnification pursuant to this Agreement (the "Indemnified Party"), then such Indemnified Party shall notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. The notice (i) shall state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) shall set forth the amount of Damages for which indemnification is being asserted and (iii) in the case of third party claims, shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party. Each Indemnifying Party shall, at its own expense, have the right to defend, contest or otherwise protect against any Third Party Claim, and each Indemnifying Party shall receive from the Indemnified Party all necessary and reasonable cooperation in said defense including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such Third Party Claim may have arisen. The Indemnifying Party shall have the right to control the defense of any such Third Party Claim unless it is relieved of its liability hereunder by the Indemnified Party. The Indemnifying Party shall have the right, at its option, and, unless so relieved, to compromise or defend, at its own expense by its own counsel, any such Third Party Claim involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party's written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly notify the Indemnified Party of its intention to do so, and in any event shall not settle or compromise any such Third Party Claim unless in so settling or compromising the Indemnified Party is unconditionally released from liability therefor. In the event that an Indemnifying Party, after written notice from an Indemnified Party, fails to take timely ...
Third Party Claims Procedures. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any person who is not a Party or an Affiliate of a Party (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 Business Days after the Indemnitee's receipt of notice of such Third Party Claim; provided, however, that a failure to give timely notice will not affect the rights or obligations of any Indemnitee except if, and only to the extent that, as a result of such failure, the Indemnifying Party was actually prejudiced. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee.
Third Party Claims Procedures. The obligations of the parties provided for under Sections 8.1 and 8.2 hereof in respect of any the Purchaser Claims, Seller Claims, as the case may be ("Claims"), made or asserted by a third party ("Third-Party Claims") shall be performed in accordance with the following procedures:
Third Party Claims Procedures. 62 ARTICLE XI Termination SECTION 11.01. Termination................................. 63 ARTICLE XII Miscellaneous Provisions
Third Party Claims Procedures. (a) If any indemnified party receives notice of the assertion of any claim, the commencement of any suit, action or proceeding, or the imposition of any penalty or assessment by a Third Party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), and the indemnified party intends to seek indemnity hereunder, then the indemnified party shall promptly provide the indemnifying party with written notice of the Third Party Claim (provided that any delay in providing such notice shall not relieve the indemnifying party of any indemnification responsibility under this Section 10 except to the extent, if any, that such delay materially and actually prejudices the indemnifying party and then only to the extent of such prejudice). Any such notice shall, with respect to any such claim, specify in reasonable detail, to the extent then known, the nature of the Losses suffered and the facts giving rise to the claim.
Third Party Claims Procedures. The Operating Partnership shall promptly notify the Representatives in writing of the commencement of any action or other assertion of a claim by a third party for which the Operating Partnership believes indemnification is provided for pursuant to Section 8.2(a) (as distinguished from any claims under Section 8.2(a) which do not involve any third party, as to which the indemnification procedures set forth in this Section 8.2(b) shall be inapplicable but the claims procedures set forth in Section 8.2(d) shall apply); provided, however, that the failure of the Operating Partnership so to notify the Representatives of the commencement of any such action or such other claim shall not result in the forfeiture by the Operating Partnership of its right to recover for such claim from the Escrow Units in accordance with this Section 8.2 unless such failure is materially injurious to the ability of the Representatives to defend any such action. If any such action is brought or claim is asserted against the Operating Partnership and the Representatives are so notified, then (subject to the right to dispute such claim as described in Section 8.2(d)), the Representatives, through counsel selected by the Representatives and reasonably acceptable to the Operating Partnership (and which counsel shall be paid its reasonable fees and expenses by the Operating Partnership (which amounts shall be included in the expenses subject to the Representation and Warranty Indemnity, the Disclosure Indemnity, the Landlord Estoppel Indemnity or the Transaction Indemnity, subject to the limitations set forth herein) shall control the defense of any such action or claim; provided that the Representatives assume the defense of such matter (and notify the Operating Partnership accordingly) within fifteen (15) days of receiving notice of such matter; and provided further, that if the Operating Partnership reasonably concludes that there may be one or more legal defenses available to it that are different from or in addition to (and are inconsistent with) those available to the existing defendants, or that a conflict could reasonably be likely to exist between the Operating Partnership and any of the Partners, the Representatives shall not have the right to direct the defense of such action on behalf of the Operating Partnership and the Operating Partnership shall direct the defense of such matter through counsel reasonably satisfactory to the Representatives. The Operating Partnership shall...
Third Party Claims Procedures. (i) Notwithstanding anything to the contrary contained in this Article 10, Pre-Closing Tax Contests shall be exclusively governed by the provisions in Article 13.
Third Party Claims Procedures. (a) If any third party asserts a Claim (a “Third Party Claim”) against an Indemnified Party that could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XI, the Indemnified Party shall give notice of such Third-Party Claim to the Indemnifying Party as soon as reasonably practicable (but in no event later than 15 Business Days after receiving notice of such Third-Party Claim or otherwise acquiring actual knowledge of the assertion thereof); provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure, including where the failure to so notify the Indemnifying Party results in Losses to the Indemnifying Party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such Third-Party Claim.
Third Party Claims Procedures. 52 Section 10.3 Several Liability of Sellers.........................................................53 ARTICLE XI - Termination................................................................................53 Section 11.1 Termination...........................................................................53
Third Party Claims Procedures. (a) With respect to any Claims Notice relating to any claim or demand for which an Indemnifying Party may be liable hereunder which is asserted by a third party against an Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have fifteen (15) days from the date of receipt of such Claims Notice to notify the Indemnified Party in writing that the Indemnifying Party desires to assume the defense or prosecution of the Third Party Claim and any litigation resulting therefrom with counsel of its choice.
