Indemnification Mechanics. If there occurs an event which a Company Indemnified Person or a Holder Indemnified Person (any such Person being the "Indemnitee") hereto asserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notify the party obligated to provide indemnification hereunder (the "Indemnitor") in writing of such event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if at all, that it is actually prejudiced by reason of such delay or failure. The Indemnitor shall have a period of twenty (20) calendar days in which to respond thereto. If the Indemnitor accepts responsibility within such twenty (20) calendar day period, then the Indemnitor shall be obligated to compromise or defend, at its own expense, such matter, and the Indemnitor shall provide the Indemnitee with such assurances as may be reasonably required by the Indemnitee to assure that the Indemnitor shall assume and be responsible for the Losses at issue (subject to the limitations set forth in this Agreement). If the Indemnitor fails to assume the defense of such matter within such twenty (20) calendar day period or does not respond within such twenty (20) calendar day period, the Indemnitee against which such matter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor's cost and expense, the defense, compromise or settlement of such matter on behalf of the Indemnitee. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability; provided, however, that the Indemnitor shall pay the expenses of such defense if the Indemnitee is advised by counsel in writing that there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor (in which case, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the right to assume the defense of such asserted liability on behalf of the Indemnitee).
Indemnification Mechanics. (a) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Article IX, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Article IX, showing such calculations in reasonably sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Article IX; provided, however, that the Indemnifying Party will not be required to make the indemnification payment if the Indemnifying Party disagrees with such calculations. In such case, the Indemnifying Party shall notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. Any disagreement with respect to such indemnification payment will be resolved pursuant to Section 10.1.
Indemnification Mechanics. If any action or proceeding ------------------------- (including any governmental investigation) shall be brought or asserted against any Participating Holder or any person controlling such Participating Holder in respect of which indemnity may be sought from the Company, such Participating Holder or such controlling person shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Participating Holder or controlling person and the payment of all expenses. Any omission so to notify the Company shall not, however, relieve the Company from any liability which it may have to any indemnified party otherwise than under this Article V. A Participating Holder or any person controlling a Participating Holder shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be such Participating Holder's expense or the expense of such controlling person unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to such Participating Holder or controlling person in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Participating Holder or such controlling person and the Company and such Participating Holder or such controlling person shall have been advised by counsel to such Participating Holder or such controlling person that there may be a conflict of interest between such Participating Holder or such controlling person and the Company in the conduct of the defense of such action (in which case, if the Participating Holder or such controlling person notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Participating Holder or such controlling person), it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of at...
Indemnification Mechanics. (a) In order to seek indemnification under this Section 8, the Indemnified Party shall deliver a written demand (an "Indemnification Demand") to the Indemnifying Party (and the Stockholders' Representative with a copy to the Escrow Agent, if the Indemnifying Party is the Participating Holders), which contains (i) a description and the amount (the "Asserted Damages Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party (to the extent ascertainable), (ii) a statement that the Indemnified Party is entitled to indemnification under Section 8.1(a) or Section 8.2 for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages.
Indemnification Mechanics. (a) In order to seek indemnification under this Article VIII, the Acquirer Indemnified Party shall deliver a written notice (an “Indemnification Demand”) to the Securityholders’ Agent which contains (i) a description and the amount of any Damages incurred or reasonably expected to be incurred by the Acquirer Indemnified Party (to the extent then known) and (ii) a statement that the Acquirer Indemnified Party is entitled to indemnification under Section 8.1 for such Damages and a reasonable explanation of the basis therefor (to the extent then known).
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Indemnification Mechanics. (a) Prior to release or termination of the Escrow, all indemnification obligations pursuant to this Article VIII shall be satisfied (i) first, out of the Escrow pursuant to the terms of the Escrow Agreement and then (ii) to the extent such obligations have not been satisfied pursuant to clause (i) hereof, by the Signing Stockholders. All indemnification obligations subsequent to release or termination of the Escrow shall be satisfied directly by the Signing Stockholders pursuant to the terms of this Article VIII. In the event that the amount of the Escrow is not sufficient to satisfy all of the joint indemnity obligations under Section 8.2 and the several indemnity obligations under Section 8.2(b)(i) and (ii), the Escrow shall be used first to satisfy the joint obligations.
Indemnification Mechanics. (a) In order to seek indemnification under this Section 8, Parent (whether on behalf of itself of any other Indemnified Party) shall deliver a written demand (an “Indemnification Demand”) to the Stockholders’ Representative, with a copy to the Escrow Agent, which contains (i) a description and the amount (the “Asserted Damages Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party (to the extent ascertainable), (ii) a statement that the Indemnified Party is entitled to indemnification under Section 8.1 or Section 8.2 for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages.
Indemnification Mechanics. (a) In order to seek indemnification under this Section 8, the Indemnified Party shall deliver a written notice (an “Indemnification Demand”) to the Securityholders’ Representative (if the Indemnified Party is Parent or the Surviving Entity) or Parent (if the Indemnified Party is a Participating Securityholder) which contains (i) a description and the amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party (to the extent then known) and (ii) a statement that the Indemnified Party is entitled to indemnification under Section 8.1 or Section 8.2 for such Losses and a reasonable explanation of the basis therefor.
Indemnification Mechanics. (a) In order to seek indemnification under this Section 8 (Indemnification), the Indemnified Party shall deliver a written demand in good faith (an “Indemnification Demand”) to Seller (if the Indemnified Party is a Buyer Indemnified Party) or Buyer (if the Indemnified Party is Seller, its Affiliates or their respective officers and directors) which contains (i) a description and the amount of any Damages incurred or reasonably 42. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and the type of information that the registrant customarily and actually treats as private and confidential. expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under Section 8.1 (Indemnification of Buyer) or Section 8.2 (Indemnification of Seller) for such Damages and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of such Damages.
