Common use of Liability towards Third Parties Clause in Contracts

Liability towards Third Parties. 13.2.1 A Party shall indemnify and hold harmless the Other Party for any claims, liability, losses or damages sustained by a third party (a “Third Party Claim”) to the extent that the Third Party Claim is connected with, or arises from a willful breach of this Agreement by the Party, except in cases of negligence on the part of the Other Party . 13.2.2 Any third party having a Third Party Claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and expenses from its insurers under applicable insurance policies so as to reduce the amount of any loss. The amount of any loss shall be reduced (i) to the extent that third party receives any insurance proceeds with respect to the loss and (ii) to take into account any net Tax benefit recognized by the third party arising from the recognition of the loss and any payment actually received with respect to a loss. 13.2.3 If the Other Party receives notice of the assertion of any Third Party Claim with respect to which indemnification is to be sought from the Party, the Other Party will give the Party reasonably prompt written notice thereof but in any event not later than ten (10) calendar days after the Other Party’s receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the loss that has been or may be sustained. The Party will have the right to participate in or, by giving written notice to the Other Party, to elect to assume the defense of any Third Party Claim at its own expense and by its own counsel, and the Other Party will cooperate in good faith in such defense at its own expense.