Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder, other than those relating to Taxes (which are the exclusive subject of Article X), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party 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 Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to assume the defense of the Indemnified Party against such Third-Party Claim.
Third-Party Claim Indemnification Procedures. (a) In the event that any written claim or demand for which an indemnifying Party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third Party (a “Third-Party Claim”), such Indemnified Party shall, within twenty (20) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party 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 that the failure to give a timely Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim.
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 claim or demand for which an Indemnifying Party could reasonably be expected to have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly (and shall use reasonable efforts to do so no later than twenty (20) days following the Indemnified Party’s discovery of the assertion of such a claim) notify the Indemnifying Party of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable and a reasonably detailed explanation of the events giving rise to such Third-Party Claim (to the extent then reasonably ascertainable) (a “Claim Notice”); provided that the failure to timely give a Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by such failure. Promptly following delivery of a Claim Notice, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all material documents (including court papers) that have been received prior to such time by the Indemnified Party relating to the Third-Party Claim.
Third-Party Claim Indemnification Procedures. If any Indemnified Xxxxxx seeks indemnification hereunder in respect of any third-party claim, it shall promptly notify the Indemnifier in writing of any such claim and cooperate with the Indemnifier at the Indemnifier's sole cost and expense. The Indemnifier shall immediately take control of the defence and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnifier's sole cost and expense. The Indemnifier shall not settle any such claim in a manner that adversely affects the rights of the Indemnified Person without the Indemnified Person's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Person's failure to perform any obligations under this Section 6.2 shall not relieve the Indemnifier of its obligations under this Section 6.2 except to the extent that the Indemnifier can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Person may participate in and observe the proceedings at its own cost and expense.
Third-Party Claim Indemnification Procedures. (a) The obligations and Liabilities of any Person required to provide indemnification under this Article 8 (each, an “Indemnifying Party”) with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 8 (“Third Party Claims”) shall be governed by and contingent upon the terms and conditions set forth in this Section 8.3. If any Person entitled to indemnification pursuant to Section 8.2(a) or 8.2(b) (an “Indemnified Party”) shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within ten (10) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its respective obligations under this Article 8 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The notice of claim shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such indemnification claim, and the amount or good faith estimate of the amount arising therefrom.
Third-Party Claim Indemnification Procedures. Except as otherwise provided in Section 6.10(d):
Third-Party Claim Indemnification Procedures. (a) In the event that any Legal Proceeding is instituted or that any claim or demand is asserted by any third party for which Buyer (in respect of claims made pursuant Section 9.2) or Seller and the Shareholder (in respect of claims made pursuant to Section 9.3) (an “Indemnifying Party”) may have liability to a Person pursuant to this Article IX (an “Indemnified Party”) (such Legal Proceeding, claim or demand, a “Third Party Claim”), such Indemnified Party will promptly, but in no event more than 30 days following such Indemnified Party’s receipt of a Third Party Claim, promptly notify the Indemnifying Party in writing of such Third Party Claim (a “Claim Notice”); provided, however, that the failure to timely give a Claim Notice will affect the rights of an Indemnified Party hereunder only if and to the extent such failure has an actual prejudicial effect on the Indemnifying Party with respect to such Third Party Claim. The Indemnifying Party will have 20 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a Legal Proceeding) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim, which may include a reservation of rights on behalf of the Indemnifying Party.
Third-Party Claim Indemnification Procedures. (a) In the event that any claim or demand for which Buyer may have any Liability to any Seller Indemnified Party hereunder or for which Seller and Members may have any Liability to any Buyer Indemnified Party hereunder, is asserted against or sought to be collected from any Seller Indemnified Party or Buyer Indemnified Party, as applicable (each, an "INDEMNIFIED PARTY"), by a third party (a "THIRD PARTY CLAIM"), Seller and Members on the one hand, or Buyer on the other hand, shall promptly notify the other of such Third Party Claim. Buyer and Members or Seller, as applicable, shall then have 30 days (or such lesser number of days set forth in the notice of the Third Party Claim as may be required by court proceeding in the event of a litigated matter) after receipt of the notice of the Third Party Claim to notify the other and such Indemnified Party that it desires to defend such Third Party Claim.
Third-Party Claim Indemnification Procedures. (a) A party seeking indemnification pursuant to this Article VII (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby.
