Notice to the Indemnifying Party Clause Samples

The "Notice to the Indemnifying Party" clause requires that a party seeking indemnification must promptly notify the party responsible for providing indemnity when a claim or loss arises. Typically, this involves sending written notice with sufficient details about the claim, such as the nature of the loss and any relevant deadlines or legal proceedings. This clause ensures that the indemnifying party is made aware of potential liabilities in a timely manner, allowing them to respond appropriately, participate in the defense, or settle the matter, thereby protecting their interests and preventing prejudice due to delayed notification.
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Notice to the Indemnifying Party. Promptly after the assertion of any Claim by a third-party against a Party hereto or of a Party learning of the occurrence of any event which may give rise to a Claim for indemnification from a Party (the “Indemnifying Party”) under this Section 18, and in no event more than thirty (30) days after receiving written notice of such a Claim, such Party (the “Indemnified Party”) shall notify the Indemnifying Party in writing of such Claim, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof (the “Indemnity Notice”) and, with respect to Claims by third parties, advise the Indemnifying Party whether the Indemnified Party intends to contest same. The right to indemnification hereunder shall not be affected by any failure or delay of or by the Indemnified Party to give an Indemnity Notice (provided such written notice was delivered on or before the end of the Applicable Survival Period) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced (including the ability of the Indemnifying Party to obtain applicable insurance coverage) or the Losses for which the indemnification rights exist are materially greater than such Losses would have been had prompt notice been given, in each case, as a result of the failure of the Indemnified Party to give, or delay in giving, such Indemnity Notice.
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Notice to the Indemnifying Party. Promptly after the assertion of any claim by a third-party against a Party or of a Party learning of the occurrence of any event which may give rise to a claim for indemnification from the other Party (“Indemnifying Party”) under this Section 40, such Party (“Indemnified Party”) shall notify the Indemnifying Party in writing of such claim (“Indemnity Notice”) and, with respect to claims by third parties, advise the Indemnifying Party whether the Indemnified Party intends to contest same. The right to indemnification hereunder shall not be affected by any failure or delay of or by the Indemnified Party to give an Indemnity Notice unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced (including the ability of the Indemnifying Party to obtain applicable insurance coverage) as a result of the failure of the Indemnified Party to give, or delay in giving, such Indemnity Notice.
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Notice to the Indemnifying Party. Within thirty (30) days after the assertion of any claim by a third-party or occurrence of any event which may give rise to a claim for indemnification from a party (the “Indemnifying Party”) under this Article XXI, the other party (the “Indemnified Party”) shall notify the Indemnifying Party in writing of such claim and, with respect to claims by third parties, advise the Indemnifying Party whether the Indemnified Party intends to contest same; provided, however, failure to provide such notice shall not in any way serve to waive or diminish the indemnification rights of the Indemnified Party. Notwithstanding the foregoing, any inadvertent delay in notifying the Indemnifying Party shall in no case prejudice the rights of the Indemnified Party under this Agreement except to the extent the Indemnifying Party shall actually be prejudiced by such failure.
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Notice to the Indemnifying Party. Promptly after the assertion of any claim by a third party or occurrence of any event that would reasonably be expected to give rise to a claim for indemnification from an indemnifying party (the “Indemnifying Party”) under this Article IX, an indemnified party (the “Indemnified Party”) shall promptly notify the Indemnifying Party in writing of such event or claim and shall describe in reasonable detail to the extent then practicable the facts and circumstances with respect to the subject matter of such event or claim or action and the basis on which indemnification is sought pursuant to this Agreement; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is prejudiced by such failure.
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Related to Notice to the Indemnifying Party

  • Defense by Indemnifying Party In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

  • Indemnifying Party If an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article 18, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual Loss, net of any insurance or other recovery.

  • Indemnified Party If a Party is entitled to indemnification under this Article 18 as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under Article 18.1.3, to assume the defense of such claim, such Indemnified Party may at the expense of the Indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim.

  • Claim Notice In the event that a Party wishes to assert a claim for indemnity hereunder, such Party shall with reasonable promptness provide to the Indemnifying Party a written notice of the indemnity claim it wishes to assert on behalf of itself or another Indemnified Party, including the specific details of and specific basis under this Agreement for its indemnity claim (a “Claim Notice”). To the extent any Losses for which indemnification is sought are asserted against or sought to be collected from an Indemnified Party by a third party, such Claim Notice shall include a copy of all papers served on the applicable Indemnified Party with respect to such claim. Failure to provide such Claim Notice with reasonable promptness shall not affect the right of the Indemnified Party to indemnification hereunder except to the extent that the Indemnifying Party is prejudiced thereby; provided, that the Indemnifying Party shall not be obligated to defend, indemnify or hold harmless an Indemnified Party with respect to a third party claim until a Claim Notice meeting the foregoing requirement is furnished to the Indemnifying Party by the Party seeking indemnity on behalf of the Indemnified Parties hereunder.

  • Notification by the Indemnified Party If any Indemnified Party becomes aware of any fact, matter or circumstance that has given or may reasonably be expected to give rise to a claim for indemnification under this Article 8, the Indemnified Party shall at its own expense promptly (and in no event later than ten (10) Business Days after the applicable Indemnified Party becoming so aware) notify the Indemnifying Party in writing of any claim in respect of which indemnity may be sought under this Article 8 (including any pending or threatened claim or demand by a third party (including any Tax Authority)), that the applicable Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, whether by litigation, by arbitration, as a result of an investigation, or otherwise (each, a “Third-Party Claim”)), setting out the provisions under this Agreement on which such claim is based, and such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim, to act to preserve evidence and to make such provision as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is the result of a Third-Party Claim, evidence of the Third-Party Claim) and, to the extent reasonably ascertainable, setting out its estimate of the amount of Losses which are, or are to be, the subject of the claim) and the Indemnified Party shall keep the Indemnifying Party reasonably and promptly informed of any developments (including additional information which may become available to it) in respect of such facts, matters or circumstances; provided, however, that any failure or delay in providing such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent the Indemnifying Party is prejudiced by such failure or delay.