Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.
(b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in al...
Indemnification Procedure for Third Party Claims. If any indemnified party receives written notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under this Article VIII (a "third party claim") and such indemnified party intends to seek indemnity pursuant to this Article VIII, such indemnified party shall promptly provide the indemnifying party with notice of such third party claim. Except in the case of claims seeking equitable relief from the indemnified party, the indemnifying party shall, upon acknowledgment of its obligation to indemnify the indemnified party, be entitled to participate in or, at its option, assume the defense or settlement of such third party claim. The defense or settlement shall be conducted through counsel selected by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld, and the indemnified party shall fully cooperate with the indemnifying party in connection therewith, provided that the indemnified party shall be entitled at any time to employ, at its own expense, separate counsel to represent it. In the event that the indemnifying party fails to assume the defense or settlement of any third party claim within twenty (20) days after receipt of notice thereof from the indemnified party, such indemnified party shall have the right to undertake the defense or settlement of such third party claim at the expense and for the account of the indemnifying party. The indemnifying party shall not settle any third party claim the defense or settlement of which is controlled by it without the indemnified party's prior written consent, unless the terms of such settlement or compromise releases such indemnified party from any and all liability with respect to such third party claim.
Indemnification Procedure for Third Party Claims. In the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. In the event a claim, demand or legal proceeding arises in connection with events or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claim, the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such notice.
Indemnification Procedure for Third Party Claims. In the event that any action, suit, proceeding, demand, assessment or other notice of claim (“Claim”) is at any time instituted against or made upon any Purchaser’s Indemnified Party or Seller’s Indemnified Party, as the case may be (“Indemnified Party”), for which indemnification or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnifying Party”), pursuant to Section 7.1 and Section 7.2 above, as the case may be, then:
(a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details;
(b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim;
(c) in the event that the Indemnifying Party elects to defend the Claim, the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities);
(d) in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the de...
Indemnification Procedure for Third Party Claims. (a) Other than in respect of Taxes, which shall be governed by Section 6.7, in the event that any claim or demand, or other circumstance or state of facts that would reasonably be expected to give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (“Third-Party Claim”), the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third-Party Claim (“Notice of Claim”); provided, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except to the extent such failure results in material prejudice to the Indemnifying Party with respect to such Third-Party Claim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee), the date such item was paid or properly accrued (if applicable), the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third-Party Claim, if any, and any other available documents evidencing such Third-Party Claim.
(b) The Indemnitor shall have the right, but not the obligation, upon notice delivered to the Indemnified Party, to assume the defense or prosecution of such Third-Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost 69838412_11 DB1/ 98258861.9 and expense (a “Third-Party Defense”); provided that the Indemnitor shall not be entitled to undertake a Third-Party Defense, and the Indemnitor shall pay the fees and expenses of counsel retained by the Indemnitee in connection therewith, if (A) the claim or deman...
Indemnification Procedure for Third Party Claims. (a) If subsequent to the Effective Time any Company Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity which is not a party to this First Amendment (including any Governmental Authority) (a “Third Party Claim”) against such Company Indemnified Party, with respect to which the Company or the Principal Geo Shareholders (“Indemnifying Party”) are required to provide indemnification under this First Amendment, the Company Indemnified Party shall give written notice together with a statement of any available information regarding such claim (the “Notice of Claim”) to the Indemnifying Party promptly after learning of such claim; provided, however, that notice to the Principal Geo Shareholders in accordance with Section 12.6 hereof shall be deemed notice to all of the Principal Geo Shareholders. The Company Indemnified Party shall have the right to conduct such defense, at the Indemnifying Party’s expense, in good faith with counsel reasonably acceptable to the Indemnifying Party, but the Company Indemnified Party shall be prohibited from compromising or settling the claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party will, at its expense, make available to the Company Indemnified Party such assistance and materials as the Company Indemnified Party may reasonably request.
Indemnification Procedure for Third Party Claims. (a) The party seeking indemnification under this Article 11 shall give the party from whom indemnification is sought prompt written notice of the assertion of any third party claim of which said party has knowledge which is covered by the indemnity agreements set forth in Section 11.2 or Section 11.3, and the party obligated to indemnify will undertake the defense thereof by representatives chosen by the party seeking indemnification but acceptable to the party obligated to indemnify.
(b) If the party obligated to indemnify, within a reasonable period of time after notice of any such claim fails to defend, the party seeking indemnification will have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the party obligated to indemnify, subject to the right of the party seeking indemnification to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof.
(c) PAYMENT OF SUMS DUE. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, or a settlement shall have been completed, or the parties shall have arrived at a mutually binding agreement, with respect to each separate third party claim indemnified by the party obligated to indemnify, the party seeking indemnification shall forward to the party obligated to indemnify notice of any sums due and owing (and the times when due) by the party seeking indemnification with respect to such claim and the party obligated to indemnify shall pay such sums to the party seeking indemnification in cash, within 30 days after the date of such notice or, if any such sums are due more than 90 days after the date of such notice, ten days prior to the date each such sums are due.
Indemnification Procedure for Third Party Claims. Except as otherwise provided herein, in the event of the initiation of any Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have the absolute right after the receipt of the notice provided for in Section 14.6, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Damages indemnified against hereunder. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Legal Proceeding, claim or demand, including by providing any pertinent records, materials or information within their control as may be reasonably required. To the extent the Indemnitor elects not to defend such Legal Proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such Legal Proceeding, claim or demand, the Indemnitee may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding. If the Indemnitee shall settle any such proceeding without the consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article XIV with respect to any Damages occasioned by such settlement.
Indemnification Procedure for Third Party Claims. (a) NOTICE OF CLAIM AND DEFENSE.
(1) The party seeking indemnification under this Article 12 shall give the party from whom indemnification is sought prompt written notice of the assertion of any third party claim of which said party has knowledge which is covered by the indemnity agreements set forth in Section 12.2 or Section 12.3, and the party obligated to indemnify will undertake the defense thereof by representatives chosen by the party obligated to indemnify but reasonably acceptable to the party seeking indemnification.
(b) If the party obligated to indemnify, within a reasonable period of time after notice of any such claim fails to defend, the party seeking indemnification will have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the party obligated to indemnify, subject to the right of the party obligated to indemnify to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof.
Indemnification Procedure for Third Party Claims. Indemnification Procedures for Non-Third Party Claims
