Common use of Claim Procedures Clause in Contracts

Claim Procedures. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's consent (but such consent will not be unreasonably withheld).

Claim Procedures. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's ’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's ’s consent (but such consent will not be unreasonably withheld).

Claim Procedures. Any Person entitled to indemnification hereunder will shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's ’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will shall not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will shall not be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's ’s consent (but such consent will shall not be unreasonably withheld).

Claim Procedures. Any Person entitled If an Indemnified Party wishes to seek indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim under this Article VIII with respect to which it seeks indemnification (provided a matter that does not involve any action or lawsuit brought or asserted by a third party, the indemnified party shall promptly notify the indemnifying party; provided, however, that the failure to give prompt notice will so notify the Indemnifying Party promptly shall not impair any Person's right to relieve the Indemnifying Party of its indemnification obligation hereunder except to the extent such failure that the Indemnifying Party has not been actually and materially prejudiced thereby. Any request for indemnification made by an Indemnified Party shall be in writing, shall specify in reasonable detail the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to basis for such claim, permit the indemnifying party to assume facts pertaining thereto and, if known and quantifiable, the defense thereof, jointly with any other indemnifying party similarly notified amount thereof (a “Claim Notice”). If the Indemnifying Party objects to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent indemnification of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability Indemnified Party in respect of such any claim or litigation provided claims specified in any Claim Notice, the Indemnifying Party shall deliver a written notice specifying in reasonable detail the basis for such objection to the Indemnified Party, within fifteen (15) Business Days after delivery by the claimant or plaintiff to Indemnified Party of such indemnified partyClaim Notice (the “Dispute Statement”). An indemnifying party who If a Dispute Statement is not entitled toreceived by the Indemnified Party within such fifteen (15) day period, the amount set forth in the Claim Notice shall be deemed accepted by the Indemnifying Party. If the Indemnifying Party delivers to the Indemnified Party a Dispute Statement applicable to all or elects not to, assume the defense any portion of a claim will within the period for delivery of the same set forth above, then the amount in dispute by such Indemnifying Party in such Dispute Statement shall not be obligated payable to pay the Indemnified Party until either (i) Buyer and the fees and expenses Company jointly agree in writing to the resolution of more than one counsel for all parties indemnified by the amount in dispute in such indemnifying party with respect to such claimDispute Statement, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without a court of competent jurisdiction enters a final non-appealable Order regarding the claim and the amount in dispute in such indemnifying party's consent (but such consent will not be unreasonably withheld)Dispute Statement.

Claim Procedures. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's ’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a full release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's ’s consent (but such consent will not be unreasonably withheldwithheld or delayed).

Claim Procedures. Any Person entitled to indemnification (a) An indemnified party hereunder will shall promptly give notice (i"Notice of Claim") give prompt written notice to the indemnifying party after obtaining knowledge of any claim with respect or other item against the indemnified party as to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced recovery may be sought against the indemnifying party because of the covenants of indemnity set forth above. If such indemnity shall arise from the claim of a third party) and (ii) unless in such , the indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, party shall permit the indemnifying party to assume the defense thereof, jointly with of any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified partysuch claim or any litigation resulting from such claim. If such defense is assumed, the indemnifying party will assumes the defense of the claim, matter or litigation at issue, each indemnified party shall have the right to employ separate counsel in such claim, matter or litigation and to participate in the defense or conduct thereof, but the fees and expenses of such counsel shall not be subject to any liability for any settlement made at the expense of the indemnifying party unless (i) the indemnifying party shall have failed, within a reasonable time after having been notified by the indemnified party without its consent of the existence of such claim, matter or litigation as provided in the preceding sentence, to assume the defense of such claim, (but ii) the employment of such consent will not be unreasonably withheld or delayedcounsel has been specifically authorized in writing by the indemnifying party, (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party and such indemnified party shall nothave been advised in writing by such counsel that there may be conflicting interests between the indemnifying party and the indemnified party in the legal defense thereof and, without in such event, legal counsel selected by the consent indemnifying party shall be required to cooperate fully with legal counsel selected by the indemnified party relating to such defense, (iv) the relief sought exceeds the indemnifying parties' maximum indemnification obligations under Section 6.4, or (v) equitable relief is being sought against any of the indemnified partyparties. (b) If the indemnifying party assumes the defense of the particular claim or litigation, neither the indemnifying party nor the indemnified party shall, in the defense of such claim or litigation, consent to entry of any judgment or enter into any settlement, except with the written consent of the other party, which consent shall not be unreasonably withheld. In addition, the indemnifying party shall not enter into any settlement of any litigated claim (except with the written consent of the indemnified party) which does not include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such claim or litigation provided litigation. (c) Failure by the claimant or plaintiff to such indemnified party. An indemnifying party who is to notify the indemnified party of its election to defend any such claim or litigation by a third party within fifteen (15) days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or litigation. If the indemnifying party shall not entitled to, or elects not to, assume the defense of any such claim by a claim will not be obligated to pay (i) third party or litigation resulting therefrom, the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim of litigation on such terms as it may deem appropriate without prejudicing its rights against the indemnifying party provided for herein. (iid) Nothing contained herein shall be construed to give any insurance carrier a right of subrogation for claims paid except as such right would otherwise exist in the absence of this Article 6. (e) Further, for purposes of this Section, notification from the Internal Revenue Service of an intended audit of TIL's tax returns for any period prior to Closing Date shall be considered notice of a claim as to which CSA shall promptly notify Shareholders. Shareholders shall pay for and have complete control of and discretion in defending and/or settling the audit, and all liabilities incurred by way of defense and settlement made of the audit and claims arising thereunder shall be paid by any indemnified party without such indemnifying party's consent (but such consent will not be unreasonably withheld)Shareholders.

Claim Procedures. Any Person In case any such action is brought against an Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's right to indemnification hereunder participate therein and, to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties that it may exist wish, jointly with respect to such claimany other Indemnifying Party similarly notified, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnified party. If Indemnifying Party to such Indemnified Party of its election so to assume the defense is assumedthereof, the indemnifying party Indemnifying Party will not be subject liable to any liability such Indemnified Party under this Section 7.3 for any settlement made legal or other expenses subsequently incurred by such Indemnified Party in connection with the indemnified party without defense thereof other than reasonable costs of investigation. In any such proceeding, an Indemnified Party shall have the right to retain its consent (own counsel reasonably satisfactory to the Indemnifying Party, but such consent will not be unreasonably withheld or delayed) the reasonable fees and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability in respect expenses of such claim or litigation provided by counsel shall be at the claimant or plaintiff to expense of such indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay Indemnified Party unless (i) the Indemnifying Party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such Indemnified Party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of such counsel. It is agreed that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any indemnified party a conflict proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's consent (but such consent will the Indemnified Party, which shall not be unreasonably withheld), conditioned, or delayed, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Claim Procedures. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's ’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay (ix) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (iiy) any settlement made by any indemnified party without such indemnifying party's ’s consent (but such consent will not be unreasonably withheld).

Claim Procedures. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's ’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, with counsel reasonably satisfactory to the indemnified partyparties. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which which: (i) does not include as an unconditional term thereof, thereof a full release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified party; (ii) includes an admission of fault or culpability by any indemnified party; or (iii) commits any indemnified party to take, or refrain from taking, any action adverse to such party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's ’s consent (but such consent will not be unreasonably withheldwithheld or delayed).

Claim Procedures. Any Person entitled to indemnification hereunder ---------------- will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit the such indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent it may wish, of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed) and the indemnifying party shall not, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, a release from all liability in respect of such claim or litigation provided by the claimant or plaintiff to such indemnified partywithheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay (i) the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim or (ii) any settlement made by any indemnified party without such indemnifying party's consent (but such consent will not be unreasonably withheld).