Common use of Indemnification Procedure for Third Party Claims Against Indemnified Parties Clause in Contracts

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding by any person or entity which is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Purchaser Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding by any person or entity which who is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "Third Party Claim"," which term also shall encompass all Existing Litigation) against such Indemnified Party, with respect to which the Buyer Purchaser or the Seller (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim)Party. The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (ai) In the event that subsequent to the Closing Date any Buyer Indemnified Party asserts a claim for indemnification under this Section 7, on account of or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of in connection with any claim or of the commencement of any action, suit action or proceeding against such Indemnified Party by any person or entity which who is not a party to this Agreement (including, without limitation, including any Governmental Authority) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, notice thereof together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification NoticeNotice of Claim"), ) to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim)Party. The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) 15 days after of its receipt from an the Indemnified Party of a Third Party Indemnification Noticethe Notice of Claim, to conduct, conduct at the Indemnifying Party's sole cost and expense, its expense the defense against such Third Party Claim in the Indemnifying Party's its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying PartyParty in such defense, which approval shall not be unreasonably withheldwithheld or delayed, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval, which approval in accordance with the terms hereofshall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Indemnified Party person or Seller Indemnified Party entity (each, an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action, suit action or proceeding by any person or entity which is not a party to this Agreement (including, without limitation, including any Governmental Authoritygovernmental authority) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller a party (the an "Indemnifying Party"), as the case may be, are ) is required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, notice together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification NoticeNotice of Claim"), ) to the Indemnifying Party within thirty (30) days promptly after learning of such claim (or within such shorter time as may be necessary to give claim. Provided that the Indemnifying Party a (i) agrees in writing to its indemnity obligations hereunder for all damages or claims in connection with such matter and (ii) has sufficient financial resources to pay any reasonably possible damages, expenses or other costs in connection therewith (as determined in the reasonable opportunity to respond to such claimdiscretion of the Indemnified Party). The , the Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days promptly after receipt from an the Indemnified Party of a Third Party Indemnification Noticethe Notice of Claim, to conduct, conduct at the Indemnifying Party's sole cost and expense, its expense the defense against such Third Party Claim claim in the Indemnifying Party's its own name, or, if necessary, in the name of the Indemnified Party; providedPROVIDED, howeverHOWEVER, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the . The Indemnifying Party shall propose an alternate not settle or compromise any Third Party Claim for which it has assumed the defense counsel, which shall be subject again pursuant to this Section 7.4(a) without the Indemnified Party's reasonable approval in accordance with prior written consent thereto, unless the terms hereofof such settlement or compromise discharge and release the Indemnified Party from all Liabilities and obligations thereunder and do not involve a remedy other than the payment of money by the Indemnifying Party.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Indemnified Party or any Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit action or proceeding by any person or entity which who is not a party to this Agreement or any Affiliates thereof (including, without limitation, but not limited to any Governmental Authority) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer the Seller or the Seller Members as appropriate (the "Indemnifying Party"), as the case may be, ) are required (respectively) to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, notice together with a statement of any available information regarding such Third Party Claim to the Indemnifying Party after learning of such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a the Third Party Indemnification Notice, to conduct, conduct at the Indemnifying Party's sole cost and expense, its expense the defense against such Third Party Claim claim in the Indemnifying Party's its own name, name or, if necessary, in the name of the Indemnified Party; provided, however, . The giving of a Defense Notice shall constitute an acknowledgement by the Indemnifying Party that it is obligated to indemnify the Indemnified Party shall have in respect of the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Third Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereofClaim.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding by any person or entity which is not a party to this Agreement (including, without limitation, any Governmental Authoritygovernmental, quasi-governmental or regulatory agencies) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding by any person or entity which is not a party to this Agreement (including, without limitation, any Governmental Authoritygovernmental, quasi-governmental or regulatory agencies) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim)Party. The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against of such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheldwithheld or delayed, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Seller Indemnified Party or Seller Purchaser Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding Action by any person or entity which Person who is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "“Third Party Claim"”) against such Indemnified Party, with respect to which the Buyer Seller or the Seller Purchaser (the "“Indemnifying Party"”), as the case may be, are is required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such notice providing in reasonable detail the basis for the claim and indemnification (collectively, the "“Third Party Indemnification Notice"), ”) to the Indemnifying Party within thirty (30) days after learning of such claim or Action (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the sole right, upon delivering written notice to the Indemnified Party (the "“Defense Notice"”) within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's ’s sole cost and expense, the defense against (and, subject to Section 9.6(c), any settlement of) such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereofClaim.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit suit, or proceeding by any person or entity which that is not a party to this Agreement (including, without limitation, any Governmental Authoritygovernmental, quasi-governmental, or regulatory agencies) (a "Third Party Claim") against such Indemnified Party, with respect to which the Buyer or the Seller Seller, as the case may be, is required to provide indemnification under this Agreement (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and and, in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Purchaser Indemnified Party or Seller Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding by any person or entity which who is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "Third Party Claim", which term also shall encompass all Existing Litigation) against such Indemnified Party, with respect to which the Buyer Purchaser or the Seller Sellers (the "Indemnifying Party"), as the case may be, are required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified 554881 Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Parent Indemnified Party or Seller Company Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit suit, or proceeding by any person or entity which Person who is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "Third Third-Party Claim") against such Indemnified Party, with respect to which the Buyer Parent or the Seller Preferred Stockholders, as the case may be (the "Indemnifying Party"), as the case may be, are be required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Third-Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Third-Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Third-Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheldwithheld or delayed, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon withholds its approval of such counsel on a reasonable basis, then within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Evita Indemnified Party or Seller Xxxxxx Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit suit, or proceeding by any person or entity which Person who is not a party to this Agreement (including, without limitation, any Governmental AuthorityEntity) (a "Third Third-Party Claim") against such Indemnified Party), with respect to which Evita or Xxxxxx, as the Buyer or the Seller case may be (the "Indemnifying Party"), as the case may be, are be required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Third-Party Indemnification Notice"), to the Indemnifying Party within thirty (30) days promptly after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Third-Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, with counsel of its choice and reasonably acceptable to the Indemnified Party, the defense against such Third Third-Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) In the event that subsequent to the Closing any Buyer Parent Indemnified Party or Seller Company Indemnified Party (each, an "Indemnified Party") receives notice of the assertion of any claim or of the commencement of any action, suit suit, or proceeding by any person or entity which Person who is not a party to this Agreement (including, without limitation, any Governmental Authority) (a "Third Third-Party Claim") against such Indemnified Party, with respect to which the Buyer Parent or the Seller Preferred Stockholders, as the case may be (the "Indemnifying Party"), as the case may be, are be required to provide indemnification under this Agreement, the Indemnified Party shall promptly give written notice, together with a statement of any available information regarding such claim (collectively, the "Third Party ThirdParty Indemnification Notice"), to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon delivering written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from an Indemnified Party of a Third Third-Party Indemnification Notice, to conduct, at the Indemnifying Party's sole cost and expense, the defense against such Third Third-Party Claim in the Indemnifying Party's own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to reasonably approve the defense counsel representing the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event that the Indemnifying Party and the Indemnified Party cannot agree upon withholds its approval of such counsel on a reasonable basis, then within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the Indemnified Party's reasonable approval in accordance with the terms hereof.