Indemnification Claims Procedure. All claims subject to indemnification under Section 7.01 or 7.02 above shall be asserted and resolved in accordance with the following provisions. Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (either is referred to as an "Indemnitee" in this Section 7.03) of notice of the commencement of any action (including any governmental action), such Indemnitee will, if a claim in respect thereof is to be made against any indemnifying party (the "Indemnifying Party") under this Article VII, deliver to the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnitee (together with all other Indemnitees that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicts of interest between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnitee under this Article VII to the extent of the prejudice caused by such failure.
Indemnification Claims Procedure. (a) Purchaser, acting through the current or former members of Purchaser’s Board of Directors who have been appointed by Purchaser to take all necessary actions and make all decisions on behalf of Purchaser with respect to its rights to indemnification under Article VII of the Purchase Agreement (the “Committee”), may make a claim for indemnification pursuant to the Purchase Agreement (“Indemnification Claim”) against the Escrow Shares in the Escrow Fund by giving notice (a “Notice”) to Shareholder (with a copy to the Escrow Agent) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Purchase Agreement which it asserts has been breached or otherwise entitles Purchaser to indemnification and (ii) in reasonable detail, the nature and dollar amount of any Indemnification Claim. The Committee also shall deliver to the Escrow Agent (with a copy to Shareholder), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to Shareholder.
Indemnification Claims Procedure. If an Indemnified Party -------------------------------- believes that it is entitled to indemnification hereunder in an amount in excess of the Indemnification Threshold, the Indemnified Party shall give notice thereof (an "Indemnification Notice") to each Indemnifying Party specifying, in reasonable detail the basis for its claim for indemnification. Within fifteen (15) days after receiving an Indemnification Notice, an Indemnifying Party shall deliver to the Indemnified Party a statement (an "Indemnification Response"), specifying any objections and setting forth in reasonable detail each amount objected to, which such Indemnifying Party has to the claim of the Indemnified Party set forth in the Indemnification Notice. If any Indemnifying Party does not deliver an Indemnification Response as provided above, such Indemnifying Party shall be deemed to have accepted its obligation to indemnify as set forth in the Indemnification Notice. If an Indemnifying Party delivers an Indemnification Response as provided above, such Indemnifying Party and the Indemnified Party shall use reasonable efforts to resolve the dispute, but if they do not reach a final resolution within twenty (20) days after the date of delivery of the Indemnification Response as to all amounts or obligations in dispute, any remaining amounts and obligations in dispute shall be resolved by arbitration in accordance with the rules then in effect of the American Arbitration Association by three arbitrators, appointed pursuant to such rules. The arbitration shall be held in Boston, Massachusetts and shall involve a reasonable amount of discovery according to limits to be established by the arbitrators. The determination of such arbitrators shall be final and binding upon the parties. All fees and expenses of the arbitrators and of the American Arbitration Association shall be divided between the Indemnifying Party and the Indemnified Party in proportion to the decision of the arbitrators with respect to the amount in dispute. For example, if the amount in dispute under the Indemnification Response involves an assertion by the Indemnifying Party that the claim by the Indemnified Party is $100,000 too high, and the arbitrators determine that the appropriate adjustment is a $25,000 decrease in the claim of the Indemnified Party, then the Indemnifying Party shall be responsible for paying 75% of such fees and expenses and the Indemnified Party shall be responsible for paying 25% of such fees and ex...
Indemnification Claims Procedure. Each party’s obligations under this Section are conditioned upon (1) prompt written notice of the existence of a Claim, provided that a failure of prompt notification shall not relieve the Indemnifying Party of liability hereunder except to the extent that defenses to such Claim are materially impaired by such failure of prompt notification; (2) sole control over the defense or settlement of such Claim by the Indemnifying Party; and
Indemnification Claims Procedure. Each Party’s indemnification obligations hereunder are conditioned upon (A) prompt written notice of the existence of a claim, suit, action or proceeding (each a "Claim") for which a Party seeks indemnification from the other Party, provided that a failure of prompt notification shall not relieve the indemnifying Party of liability hereunder except to the extent that defenses to such Claim are materially impaired by such failure of prompt notification; (B) sole control over the defense or settlement of such Claim by the Indemnifying Party; and (C) the provision of assistance by the indemnified Party at the indemnifying Party’s request to the extent reasonably necessary for the defense of such Claim.
Indemnification Claims Procedure. (a) For purposes of this Section 5.03, the party against whom an Indemnified Claim is asserted under Section 5.01 herein is hereinafter referred to as the "Indemnifying Party." All Indemnified Claims by any Indemnitee under Section 5.01 hereof shall be asserted and resolved in accordance with the following provisions. If any Indemnified Claim for which an Indemnifying Party would be liable to an Indemnitee is asserted
Indemnification Claims Procedure. (a) If any Purchaser Indemnitee or Seller Indemnitee, as the case may be, determines in good faith that such Party is entitled to indemnification under this Article IX, then such Party (the “Indemnified Party”) may deliver to the Company (on behalf of the Company and the Seller Subsidiaries) or Purchaser, as applicable (the “Indemnifying Party”), a certificate signed by any officer of the Indemnified Party (a “Claim Certificate”):
Indemnification Claims Procedure. In case any claim is made by a third party as to which a party may be entitled to seek indemnity from another party under Section 12, the Indemnified Party shall give the Indemnifying Party timely notice of such claim and the opportunity to defend or compromise such claim. Such notice shall be given to the Indemnifying Party in writing EXHIBIT 2 and shall describe the claim or claims involved and the Indemnifying Party shall have 15 days to elect in writing whether or not to assume the defense of such claim. If the Indemnifying Party elects to defend such claim, the Indemnifying Party shall have exclusive control over the defense and settlement of such claim (including the designation of counsel) and the Indemnified Party will not attempt to settle or compromise such claim without the consent of Indemnifying Party. The Indemnifying Party shall pay all fees and costs of counsel selected by it for the defense of any such claim. The Indemnified Party shall cooperate in such defense by making the services of its officers and employees available to the Indemnifying Party for the purpose of supplying information and testimony, and by providing such other assistance and materials as the Indemnifying Party may reasonably request, and the Indemnifying Party shall reimburse the Indemnified Party for reasonable out-of-pocket expenses incurred by it. Where the Indemnifying Party has elected to defend such claim, the Indemnifying Party shall, subject to Section 12, pay in full the amount of any final settlement or judgment payable by the Indemnified Party.
Indemnification Claims Procedure. 41 12.6. Survival of Representations, Warranties, Covenants and Indemnification............ 42 12.7. Sellers' Waiver of Subrogation and Indemnification Claims......................... 42 12.8. General Waiver of Claims by Sellers............................................... 42 12.9. Exclusive Remedy.................................................................. 42
Indemnification Claims Procedure. (a) If a Parent Indemnified Party reasonably determines in good faith that a Parent Claim has occurred or will occur, an authorized officer or representative of such Parent Indemnified Party, as applicable, shall so notify the Securityholder Representative as promptly as possible and in any event with 15 days of such Parent Indemnified Party becoming aware of the existence of such Parent Claim, and each such notice shall be in writing and shall describe with reasonable specificity the nature and a good faith estimate of the amount of such Parent Claim, provided that the failure of the Parent Indemnified Party to provide such notice within such 15 day period shall not relieve the Company Securityholders from their indemnification obligations as set forth in this Article VII, except to the extent that such Company Securityholders are materially prejudiced by such failure. Except as provided in this Article VII, and subject to the limitations set forth in this Article VII, the procedure for satisfaction of Parent Claims is set forth in the Escrow Agreement.
