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) Notice. With respect to any matter for which indemnification is claimed pursuant to Section 7.2, the Buyer Indemnified Party will notify the Seller in writing promptly after becoming aware of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 7.3, the Seller Indemnified Party will notify the Buyer in writing promptly after becoming aware of such matter. A failure or delay to promptly notify an indemnifying party of a claim will only relieve such indemnifying part of its obligations pursuant to this Section 7 to the extent, if at all, that such party is prejudiced by reason of such failure or delay. (b) Defense of Claim. Promptly after receipt of any notice pursuant to Section 7.4, the indemnifying party shall defend, contest, settle, compromise or otherwise protect the indemnified party against any such claim for Losses at its own cost and expense. Each indemnified party will have the right, but not the obligation, to participate, at its own expense, in the defense by counsel of its own choosing; provided, however, that the indemnifying party will be entitled to control the defense unless the indemnified party has relieved the indemnifying party in writing from liability with respect to the particular matter. The indemnified party shall reasonably cooperate with the indemnifying party’s requests, and at the indemnifying party’s expenses (including, but not limited to, indemnifying party’s paying or reimbursing the indemnified party’s reasonable attorneys’ fees and investigation expenses), concerning the defense of the claim for Losses. The indemnifying party shall include the indemnified party in any settlement discussions. 9 (c) Failure to Defend. If the indemnifying party does not timely defend, contest or otherwise protect against a claim for Losses after receipt of the required notice, the indemnified party will have the right, but not the obligation, to defend, contest or otherwise protect against same, make any compromise or settlement therefore, and record the entire cost therefore from the indemnifying party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid as a result of such suit, action, investigation and Losses. ARTICLE VIII

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) Notice. With respect In the event that subsequent to the Closing any matter for which indemnification is claimed pursuant to Section 7.2, the Buyer Purchaser Indemnified Party will notify the Seller in writing promptly after becoming aware of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 7.3, the or Seller Indemnified Party will notify (each, an "INDEMNIFIED PARTY") receives notice of the Buyer in writing assertion of any claim or of the commencement of any action, suit or proceeding by any entity who is not a party to this Agreement (a "THIRD PARTY CLAIM", which term also shall encompass all Existing Litigation) against such Indemnified Party, with respect to which the Purchaser or the 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 becoming aware learning of such matterclaim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). A failure or delay to promptly notify an indemnifying party of a claim will only relieve such indemnifying part of its obligations pursuant to this Section 7 to the extent, if at all, that such party is prejudiced by reason of such failure or delay. (b) Defense of Claim. Promptly after receipt of any notice pursuant to Section 7.4, the indemnifying party The Indemnifying Party shall defend, contest, settle, compromise or otherwise protect the indemnified party against any such claim for Losses at its own cost and expense. Each indemnified party will have the right, but not upon delivering written notice to the obligationIndemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to participateconduct, at its the Indemnifying Party's sole cost and expense, the defense against such Third Party Claim in the Indemnifying Party's own expensename, or, if necessary, in the defense by counsel name of its own choosingthe Indemnified Party; provided, however, that the indemnifying party will be entitled Indemnified Party shall have the right to control reasonably approve the defense unless counsel representing the indemnified party has relieved Indemnifying Party, which approval shall not be unreasonably withheld, and in the indemnifying party in writing from liability with respect 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 particular matter. The indemnified party shall reasonably cooperate Indemnified Party's reasonable approval in accordance with the indemnifying party’s requests, and at the indemnifying party’s expenses (including, but not limited to, indemnifying party’s paying or reimbursing the indemnified party’s reasonable attorneys’ fees and investigation expenses), concerning the defense of the claim for Losses. The indemnifying party shall include the indemnified party in any settlement discussions. 9 (c) Failure to Defend. If the indemnifying party does not timely defend, contest or otherwise protect against a claim for Losses after receipt of the required notice, the indemnified party will have the right, but not the obligation, to defend, contest or otherwise protect against same, make any compromise or settlement therefore, and record the entire cost therefore from the indemnifying party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid as a result of such suit, action, investigation and Losses. ARTICLE VIIIterms hereof.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. 9.5.1 In the event that subsequent to the Closing Date any Indemnified Party asserts a claim for indemnification under this Article IX, on account of or in connection with any claim or the commencement of any action or proceeding against such Indemnified Party by any person or entity who is not a party to this Agreement (aincluding any Governmental Authority) Notice(a "THIRD PARTY CLAIM"), the Indemnified Party shall promptly give written notice thereof together with a statement of any available information regarding such claim (the "NOTICE OF CLAIM") to the Indemnifying Party promptly after learning of such Third Party Claim. With respect to any matter If the Indemnifying Party is one or both Sellers and the potential aggregate amount of such Third Party Claim, together with all other pending Third Party Claims for which indemnification indemnity is claimed pursuant being sought against one or more of them, is or is reasonably expected to Section 7.2be $100,000.00 or less, the Buyer Indemnified Party will notify the Seller in writing promptly after becoming aware and such Claim does not seek injunctive or other equitable relief involving Xxxx Xxx or its Affiliates, or if Xxxx Xxx'x insurance carrier does not require, as a condition to Xxxx Xxx'x eligibility to recover insurance proceeds on account of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 7.3, the Seller Indemnified Third Party will notify the Buyer in writing promptly after becoming aware of such matter. A failure or delay to promptly notify an indemnifying party of a claim will only relieve such indemnifying part of its obligations pursuant to this Section 7 to the extent, if at allClaim, that such party is prejudiced by reason of such failure or delay. (b) Defense of Claim. Promptly after receipt carrier control the defense of any notice pursuant to Section 7.4such Claim, or if the Indemnifying Party is Xxxx Xxx, then in any such case, the indemnifying party Indemnifying Party shall defend, contest, settle, compromise or otherwise protect the indemnified party against any such claim for Losses at its own cost and expense. Each indemnified party will have the right, but not upon written notice to the obligationIndemnified Party (the "DEFENSE NOTICE") within fifteen days of its receipt from the Indemnified Party of the Notice of Claim, to participate, conduct at its expense the defense against such Claim in its own expensename, or, if necessary, in the defense by counsel name of its own choosingthe Indemnified Party; provided, however, that the indemnifying party will be entitled Indemnified Party shall have the right to control approve the defense unless counsel representing the indemnified party has relieved Indemnifying Party in such defense, which approval shall not be unreasonably withheld or delayed, and in the indemnifying party in writing from liability with respect event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to the particular matter. The indemnified party Indemnified Party's approval, which approval shall reasonably cooperate with the indemnifying party’s requests, and at the indemnifying party’s expenses (including, but not limited to, indemnifying party’s paying be unreasonably withheld or reimbursing the indemnified party’s reasonable attorneys’ fees and investigation expenses), concerning the defense of the claim for Losses. The indemnifying party shall include the indemnified party in any settlement discussions. 9 (c) Failure to Defend. If the indemnifying party does not timely defend, contest or otherwise protect against a claim for Losses after receipt of the required notice, the indemnified party will have the right, but not the obligation, to defend, contest or otherwise protect against same, make any compromise or settlement therefore, and record the entire cost therefore from the indemnifying party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid as a result of such suit, action, investigation and Losses. ARTICLE VIIIdelayed.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) Notice. With If subsequent to the Closing any Person (“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 Agreement (including any Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, with respect to any matter for which Purchasers or the Selling Shareholders (“Indemnifying Party”) are required to provide indemnification is claimed pursuant to Section 7.2under this Agreement, the Buyer Indemnified Party will notify shall give written notice together with a statement of any available information regarding such claim (the Seller in writing “Notice of Claim”) to the Indemnifying Party promptly after becoming aware learning of such matterclaim. With respect to any matter for which indemnification is claimed pursuant to Section 7.3, the Seller Indemnified The Indemnifying Party will notify the Buyer in writing promptly after becoming aware of such matter. A failure or delay to promptly notify an indemnifying party of a claim will only relieve such indemnifying part of its obligations pursuant to this Section 7 to the extent, if at all, that such party is prejudiced by reason of such failure or delay. (b) Defense of Claim. Promptly after receipt of any notice pursuant to Section 7.4, the indemnifying party shall defend, contest, settle, compromise or otherwise protect the indemnified party against any such claim for Losses at its own cost and expense. Each indemnified party will have the right, but not upon written notice to the obligationIndemnified Party (the “Defense Notice”) promptly after receipt from the Indemnified Party of the Notice of Claim, to participate, conduct at its expense the defense against such claim in its own expensename, or, if necessary, in the defense by counsel name of its own choosingthe Indemnified Party; provided, however, that the indemnifying party will be entitled Indemnified Party shall have the right to control approve the defense counsel representing the Indemnifying Party (the “Defense Counsel”), which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval, which approval shall not be unreasonably withheld. The Indemnifying Party shall not settle or compromise any Third Party Claim for which it has assumed the defense pursuant to this Section 9.06(a) without the Indemnified Party’s prior written consent thereto, unless the indemnified party has relieved the indemnifying party in writing from liability with respect to the particular matter. The indemnified party shall reasonably cooperate with the indemnifying party’s requests, and at the indemnifying party’s expenses (including, but not limited to, indemnifying party’s paying or reimbursing the indemnified party’s reasonable attorneys’ fees and investigation expenses), concerning the defense of the claim for Losses. The indemnifying party shall include the indemnified party in any settlement discussions. 9 (c) Failure to Defend. If the indemnifying party does not timely defend, contest or otherwise protect against a claim for Losses after receipt of the required notice, the indemnified party will have the right, but not the obligation, to defend, contest or otherwise protect against same, make any compromise or settlement therefore, and record the entire cost therefore from the indemnifying party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid as a result terms of such suit, action, investigation settlement or compromise discharge and Losses. ARTICLE VIIIrelease 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. i. In the event that subsequent to the Closing Date any Indemnified Party asserts a claim for indemnification under this Section 7, on account of or in connection with any claim or the commencement of any action or proceeding against such Indemnified Party by any person or entity who is not a party to this Agreement (aincluding any Governmental Entity) Notice. With respect to any matter for which indemnification is claimed pursuant to Section 7.2(a "Third Party Claim"), the Buyer Indemnified Party will notify shall promptly give written notice thereof together with a statement of any available information regarding such claim (the Seller in writing promptly after becoming aware "Notice of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 7.3, the Seller Indemnified Party will notify the Buyer in writing promptly after becoming aware of such matter. A failure or delay to promptly notify an indemnifying party of a claim will only relieve such indemnifying part of its obligations pursuant to this Section 7 Claim") to the extent, if at all, that such party is prejudiced by reason of such failure or delayIndemnifying Party. (b) Defense of Claim. Promptly after receipt of any notice pursuant to Section 7.4, the indemnifying party The Indemnifying Party shall defend, contest, settle, compromise or otherwise protect the indemnified party against any such claim for Losses at its own cost and expense. Each indemnified party will have the right, but not upon written notice to the obligationIndemnified Party (the "Defense Notice") within 15 days of its receipt from the Indemnified Party of the Notice of Claim, to participate, conduct at its expense the defense against such Claim in its own expensename, or, if necessary, in the defense by counsel name of its own choosingthe Indemnified Party; provided, however, that the indemnifying party will be entitled Indemnified Party shall have the right to control approve the defense unless counsel representing the indemnified party has relieved Indemnifying Party in such defense, which approval shall not be unreasonably withheld or delayed, and in the indemnifying party in writing from liability with respect event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 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 particular matter. The indemnified party Indemnified Party's approval, which approval shall reasonably cooperate with the indemnifying party’s requests, and at the indemnifying party’s expenses (including, but not limited to, indemnifying party’s paying be unreasonably withheld or reimbursing the indemnified party’s reasonable attorneys’ fees and investigation expenses), concerning the defense of the claim for Losses. The indemnifying party shall include the indemnified party in any settlement discussions. 9 (c) Failure to Defend. If the indemnifying party does not timely defend, contest or otherwise protect against a claim for Losses after receipt of the required notice, the indemnified party will have the right, but not the obligation, to defend, contest or otherwise protect against same, make any compromise or settlement therefore, and record the entire cost therefore from the indemnifying party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid as a result of such suit, action, investigation and Losses. ARTICLE VIIIdelayed.

Indemnification Procedure for Third Party Claims Against Indemnified Parties. (a) Notice. With respect In the event that subsequent to the Closing any matter for which indemnification is claimed pursuant to Section 7.2, the Buyer Indemnified Party will notify the Seller in writing promptly after becoming aware of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 7.3, the or Seller Indemnified Party will notify (each, an "INDEMNIFIED PARTY") receives notice of the assertion of any claim or of the commencement of any action, suit or proceeding by any entity which is not a party to this Agreement (including, without limitation, any governmental, quasi-governmental or regulatory agencies) (a "THIRD PARTY CLAIM") against such Indemnified Party, with respect to which the Buyer in writing 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 becoming aware learning of such matter. A failure claim (or delay within such shorter time as may be necessary to promptly notify an indemnifying party of give the Indemnifying Party a claim will only relieve reasonable opportunity to respond to such indemnifying part of its obligations pursuant to this Section 7 to the extentclaim), if at all, that such party is prejudiced by reason of such failure or delay. (b) Defense of Claim. Promptly after receipt of any notice pursuant to Section 7.4, the indemnifying party shall defend, contest, settle, compromise or otherwise protect the indemnified party against any such claim for Losses at its own cost and expense. Each indemnified party will have the right, but not the obligation, to participate, at its own expense, in the defense by counsel of its own choosing; provided, however, that no delay on the indemnifying party will be entitled to control part of the defense Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless the indemnified party has relieved the indemnifying party in writing from liability with respect (and then solely to the particular matter. The indemnified party shall reasonably cooperate with extent) the indemnifying party’s requests, and at the indemnifying party’s expenses (including, but not limited to, indemnifying party’s paying or reimbursing the indemnified party’s reasonable attorneys’ fees and investigation expenses), concerning Indemnifying Party can demonstrate that the defense of the claim for LossesThird Party Claim is prejudiced by such delay or failure to notify. The indemnifying party Indemnifying Party shall include the indemnified party in any settlement discussions. 9 (c) Failure to Defend. If the indemnifying party does not timely defend, contest or otherwise protect against a claim for Losses after receipt of the required notice, the indemnified party will have the right, but not upon delivering written notice to the obligationIndemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from an Indemnified Party of a Third Party Indemnification Notice, to defendconduct, contest or otherwise protect at the Indemnifying Party's sole cost and expense, the defense against samesuch Third Party Claim in the Indemnifying Party's own name, make any compromise or settlement thereforeor, and record if necessary, in the entire cost therefore from name of the indemnifying party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid as a result of such suit, action, investigation and Losses. ARTICLE VIIIIndemnified Party.