Common use of Third Person Claims Clause in Contracts

Third Person Claims. (a) Any party seeking indemnification provided under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the Third Person Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days 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 Person Claim. 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 the Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) 10 days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten five (105) Business Days business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five (5) business days after receipt thereof and shall deliver to the Indemnitor within seven (7) business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) five business days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days 10 business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five business days after receipt thereof and shall deliver to the Indemnitor within 10 business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party Indemnified Party seeking indemnification provided under this Agreement in respect of, arising out of or involving a claim or demand made by any a third Person against the Indemnified Party, other than an Indemnifiable Proceeding Party (a “"Third Person Claim”), ") shall notify the Indemnitor in writing, and in reasonable detail, of the such Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon 10 days after the circumstances) after Indemnified Party's receipt by such Indemnified Party of written notice of the Third Person Claimthereof. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) five Business Days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Person Claim. Any notice of Claim Notice involving a claim by reason of any of the representations, warranties or covenants contained in this Agreement Third Person Claim shall refer to the provision of this Agreement upon which the claim described in such claim Claim Notice is based and describe in reasonable detail (to the extent known) the facts giving rise to an alleged basis for the such claim and the amount amount, if known, of the liability Liability asserted against the Indemnitor by reason of the Third Person Claim; provided, however, that the such claim. The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in accordance with this Section 11.4 10.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, Party other than an Indemnifiable a Specified Proceeding (a “Third Person Claim”), ) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the Third Person Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten five (105) Business Days 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 Person Claim. 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 the Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice any notices or deliver any documents to the Indemnitor as provided in this Section 11.4 10.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party Indemnified Party seeking indemnification provided under this Agreement in respect of, arising out of or involving a claim or demand made by any a third Person against the Indemnified Party, other than an Indemnifiable Proceeding Party (a “Third Person Claim”), ) shall notify the Indemnitor in writing, and in reasonable detail, of the such Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon 10 days after the circumstances) after Indemnified Party’s receipt by such Indemnified Party of written notice of the Third Person Claimthereof. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) five Business Days 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 Person Claim. Any notice of Claim Notice involving a claim by reason of any of the representations, warranties or covenants contained in this Agreement Third Person Claim shall refer to the provision of this Agreement upon which the claim described in such claim Claim Notice is based and describe in reasonable detail (to the extent known) the facts giving rise to an alleged basis for the such claim and the amount amount, if known, of the liability Liability asserted against the Indemnitor by reason of the Third Person Claim; provided, however, that the such claim. The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in accordance with this Section 11.4 10.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) business days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within ten (10) business days after receipt thereof and shall deliver to the Indemnitor within five (5) business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim pending or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “threatened Third Person Claim”), Claim shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) 10 days after receipt by such Indemnified Party of written notice of the Third Person Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the Third Person Claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a Third Person Claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five Business Days after receipt thereof and shall deliver to the Indemnitor within seven Business Days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third Person Claim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 10.5(a) shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) five business days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days 10 business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. Any notice of Notwithstanding the foregoing, should a claim by reason of any of the representationsparty be physically served with a complaint with regard to a third Person claim, 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 the Third Person Claim; provided, however, that the failure or delay of the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five business days after receipt thereof and shall deliver to the Indemnitor within seven business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim. The failure to give notice to the Indemnitor as provided in this Section 11.4 10.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding Party (a “Third Person Claim”), ) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten fifteen (1015) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the such Third Person Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the such Third Person Claim. 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 (to the extent known) the amount of the liability asserted against the Indemnitor by reason of the such Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 8.4(a) shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) 10 days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days five business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five business days after receipt thereof and shall deliver to the Indemnitor within seven business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) 10 days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days five business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five business days after receipt thereof and shall deliver to the Indemnitor within seven business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person (a "Third Party Claim") against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) 10 days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days five business days after the Indemnified Party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five business days after receipt thereof and shall deliver to the Indemnitor within seven business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. Any notice of a claim by reason of any of Notwithstanding the representationsforegoing, 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 the Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party Subject to Section 11.6, any Indemnified Party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding Party (a “Third Person Claim”), ) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten fifteen (1015) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the such Third Person Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the such Third Person Claim. 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 (to the extent known) the amount of the liability asserted against the Indemnitor by reason of the such Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), Party shall notify the Indemnitor in writing, and in reasonable detail, of the Third third Person Claim claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) five business days after receipt by such Indemnified Party of written notice of the Third third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) Business Days 10 business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five business days after receipt thereof and shall deliver to the Indemnitor within 10 business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third third Person Claimclaim. 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 the Third Person Claim; provided, however, that the The failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor it shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding (a “Third Person Claim”), shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the Third Person Claim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten five (105) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the Third Person Claim. 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 the Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure.

Third Person Claims. (a) Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party, other than an Indemnifiable Proceeding Party (a “Third Person Claim”), ) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within ten (10) Business Days (or reasonably more promptly dependent upon the circumstances) after receipt by such Indemnified Party of written notice of the Third Person Claimclaim. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten five (105) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Indemnitor relating to the Third Person Claim. 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 the Third Person Claim; provided, however, that the failure or delay of the Indemnified Party to give notice to the Indemnitor as provided in this Section 11.4 8.4 shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been materially prejudiced by such failure.