Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially pre...
Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify an Indemnified Party with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against an Indemnifying Party or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party shall notify a party to this Agreement (the "Indemnified Party") with respect to any matter (a "Third Party Claim") that may give rise to a claim for indemnification against any other party to this Agreement (the "Indemnifying Party") or if any party who may make a claim for indemnification under this Agreement otherwise becomes aware of any matter that may give rise to such a claim or wishes to make such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall promptly notify each Indemnifying party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
Procedure for Indemnification with Respect to Third-Party Claims. The obligations and liabilities of the COMPANY or the Covered Entity with respect to Claims resulting from the assertion of liability by a Person other than an Indemnitee (a"Third Party") against such Indemnitee (for the purposes of this Section 9.03, "Third Party Claims") shall be subject to the following terms and conditions:
Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Parent determines to seek indemnification under this Article with respect to Losses resulting from the assertion of liability by third parties (an "Indemnifiable Claim"), it shall give notice to the Shareholders' Representative as provided in Section 9.3, within 20 days of the Parent becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Parent. If the Parent so notifies the Shareholders' Representative thereof, the Shareholders' Representative will be entitled, if the Shareholders' Representative so elects by written notice delivered to the Parent within 20 days after receiving the Parent's notice, to assume the defense thereof with counsel reasonably satisfactory to the Parent. Notwithstanding the foregoing (i) the Parent shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Parent; and (ii) the rights of the Parent to be indemnified hereunder in respect of Losses resulting from the assertion of liability by third parties shall not be adversely affected by its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, the Holders are materially prejudiced thereby. With respect to any assertion of liability by a third party that results in Losses, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.
Procedure for Indemnification with Respect to Third-Party Claims. (a) If ADP desires to seek indemnification under this Article with respect to an Indemnifiable Claim resulting from the assertion of liability by a third party (a "Third-Party Claim"), it shall give notice to the Companies and the Shareholders (hereinafter each being an "Indemnifying Party") within a reasonable period of time of ADP's becoming aware of any such Third-Party Claim, which notice shall set forth such material information with respect to such Third-Party Claim as is then reasonably available to ADP. If any Third-Party Claim is asserted against ADP, then, after ADP notifies the Indemnifying Party of such Third-Party Claim, the Indemnifying Party shall be entitled, if it or he so elects by written notice delivered to ADP within a reasonable period of time (not to exceed 10 days in any event) after receiving ADP's notice (the "Response Period"), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to ADP. Notwithstanding the foregoing: (i) ADP shall not have any obligation to give any notice of any Third-Party Claim unless such assertion is in writing; and (ii) the rights of ADP to be indemnified in respect of Indemnifiable Claims resulting from the assertion of any Third- Party Claim shall not be adversely affected by its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, the Indemnifying Party is materially prejudiced by such failure; and (iii) each Party shall cooperate with any other Party in all ways reasonably requested by such other Party in connection with the defense of any such Third-Party Claims. With respect to any Third-Party Claim that results in a claim for indemnification under this Article, the Parties shall make available to each other all relevant information in their possession which is material to any such Third-Party Claim.
Procedure for Indemnification with Respect to Third-Party Claims. (a) In order for any Indemnified Party to be entitled to indemnification provided for under this Article 6 in respect of, arising out of or involving a claim made by any Person other than the parties to this Agreement or their respective successors, assigns or Affiliates (a “Third-Party Claim”) against such Indemnified Party, such Indemnified Party must notify the Indemnifying Party in writing of the Third-Party Claim promptly after receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure of any Indemnified Party to give notice as provided in this 6.3 shall not relieve an Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party actually has been prejudiced by such failure to give notice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party as promptly as practicable, but in any event within ten (10) days after such Indemnified Party’s receipt thereof, copies of all notices and other documents relating to the Third-Party Claim.
Procedure for Indemnification with Respect to Third-Party Claims. For purposes for this Section 6.4, Buyer's Indemnifiable Claims and Seller's Indemnifiable Claims, when referred to generically, shall be referred to as "Indemnifiable Claims".
Procedure for Indemnification with Respect to Third-Party Claims. (a) If ADP desires to seek indemnification under this Article with respect to Indemnifiable Claims resulting from the assertion of liability by third parties ("Third Party Claims"), it shall give notice to the Park Shareholders within a reasonable period of time of ADP's becoming aware of any such Third Party Claim, which notice shall set forth such material information with respect to such Third Party Claim as is then reasonably available to ADP. Notwithstanding the foregoing: (i) ADP shall not have any obligation to give any notice of any Third Party Claim unless such assertion is in writing; and (ii) the rights of ADP to be indemnified in respect of Third Party Claims shall not be adversely affected by its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, the Park Shareholders are materially prejudiced by such failure. With respect to any Third Party Claim that results or could result in an Indemnifiable Claim, the Parties shall make available to each other all relevant information in their possession which is material to any such assertion.
Procedure for Indemnification with Respect to Third-Party Claims. (a) If a party (the "Indemnitee") determines to seek indemnification under this Article with respect to Indemnifiable Claims resulting from the assertion of liability by third parties, it shall give notice to the other party (the "Indemnifying Party") within 30 days of the Indemnitee's becoming aware of any such Indemnifiable Claim; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnitee. In case any such liability is asserted against the Indemnitee, and the Indemnitee notifies the Indemnifying Party thereof, the Indemnifying Party will be entitled, if it so elects by written notice delivered to the Indemnitee within 30 days after receiving the Indemnitee's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee at all times during the defense of such liability.
