Common use of Notice to the Indemnifying Party Clause in Contracts

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.