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

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. If any party (athe “Indemnified Party”) If subsequent to the Effective Time any Company Indemnified Party asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any entity penalty or assessment against it for which is not a party to indemnity may be sought under this First Amendment (including any Governmental Authority) Article IX (a “Third Party Claim”) against such Company ), and the Indemnified PartyParty intends to seek indemnity pursuant to this Article IX, with respect to which the Company or Indemnified Party shall promptly provide the Principal Geo Shareholders other party (the “Indemnifying Party”) are required to provide indemnification under this First Amendment, with written notice of such Third Party Claim by notice in the Company Indemnified manner provided in Section 11.7 hereof. The Indemnifying Party shall give written notice together with a statement be entitled to participate in and, at its option and upon acknowledgment of any available information regarding its obligation to indemnify the Indemnified Party, assume the defense or settlement of such claim (the “Notice of Third Party Claim”) to . Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party promptly after learning of such claim; provided, however, that notice to and approved by 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 approval shall not be unreasonably withheld withheld, conditioned, or delayed. The Indemnifying Party willshall not settle any Third Party Claim the defense or settlement of which is controlled by it without the Indemnified Party’s prior written consent, at its expensewhich approval shall not be unreasonably withheld, make available to the Company Indemnified Party such assistance and materials as the Company Indemnified Party may reasonably request.conditioned, or

Indemnification Procedure for Third Party Claims. If either party (athe "Indemnified Party") If subsequent to the Effective Time any Company Indemnified Party asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any entity penalty or assessment for which is not a party to indemnity may be sought under this First Amendment (including any Governmental Authority) Article X (a “"Third Party Claim”"), and the Indemnified Party intends to seek indemnity pursuant to this Article X, the Indemnified Party shall promptly provide the other party (the "Indemnifying Party") against with notice of such Company Third Party Claim. The Indemnifying Party shall, upon acknowledgement of its obligation to indemnify the Indemnified Party, with respect be entitled to which participate in or, at its option, assume the Company defense or the Principal Geo Shareholders (“Indemnifying Party”) are required to provide indemnification under this First Amendment, the Company Indemnified settlement of such Third Party Claim. Such defense or settlement shall give written notice together with a statement of any available information regarding such claim (the “Notice of Claim”) to be conducted through counsel selected by the Indemnifying Party promptly after learning of such claim; provided, however, that notice to and approved by 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 approval shall not be unreasonably withheld or delayed. The withheld, and the Indemnified Party shall fully cooperate with the Indemnifying Party will, at its expense, make available in connection therewith. In the event that the Indemnifying Party fails to assume the Company Indemnified defense or settlement of any Third Party such assistance and materials as the Company Indemnified Party may reasonably request.Claim

Indemnification Procedure for Third Party Claims. If a party entitled to indemnification hereunder (aan "Indemnified Party") If subsequent to the Effective Time any Company Indemnified Party asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding proceeding, the assertion of any claim by a third-party or the imposition of any entity penalty or assessment for which is not a party to indemnity may be sought under this First Amendment (including any Governmental Authority) Article IX (a “"Third Party Claim”") against and the Indemnified Party intends to seek indemnity pursuant to this Article IX, the Indemnified Party shall promptly provide the party providing indemnification hereunder (the "Indemnifying Party") with written notice of such Company Third Party Claim. The Indemnifying Party shall be entitled to participate in or, at its option, assume the defense, appeal or settlement of such Third Party Claim, with counsel selected by the Indemnifying Party and approved by the 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 approval shall not be unreasonably withheld or delayed. The Indemnified Party shall fully cooperate with the Indemnifying Party will, at its expense, make available to the Company in connection therewith. The Indemnified Party shall be entitled at any time to employ separate counsel to represent itself, but if the defense, appeal or settlement of such assistance and materials Third Party Claim has been assumed by the Indemnifying Party with its approved counsel as provided above, any separate counsel employed by the Company Indemnified Party may reasonably requestshall be at the Indemnified Party's expense. 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. In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of any Third Party Claim within ten (10) days after receipt of notice thereof from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party.

Indemnification Procedure for Third Party Claims. A party (aan “Indemnified Party”) If subsequent to the Effective Time any Company Indemnified Party asserts seeking indemnification based on 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 other than a party to this First Amendment (including any Governmental Authority) Agreement (a “Third Party Claimthird party”) against such Company Indemnified Party, with respect shall give prompt notice to which the Company or other party (the Principal Geo Shareholders (“Indemnifying Party”) are required to provide of any claim for indemnification arising 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 Article V. 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 assume and to control the defense of any third party claim with counsel reasonably acceptable to such defenseIndemnified Party, at the Indemnifying Party’s own cost and expense, including the cost and expense of attorneys’ fees and disbursements in good faith connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel reasonably acceptable for such in such action. In the event, however, that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, but and there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Company Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such third party claim or payment in connection with any such settlement shall be prohibited from compromising or settling the claim made without the prior written consent of the Indemnifying Party, 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 requestwithheld.

Indemnification Procedure for Third Party Claims. If any party (athe "Indemnified Party") If subsequent to the Effective Time any Company Indemnified Party asserts a claim for indemnification or receives written notice of the assertion of any claim or of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any entity penalty or assessment for which is not a party to indemnity may be sought under this First Amendment (including any Governmental Authority) Article V (a “"Third Party Claim”"), and such Indemnified Party intends to seek indemnity pursuant to this Article V, the Indemnified Party shall promptly provide the other party (the "Indemnifying Party") against with notice of such Company Third Party Claim. The Indemnifying Party shall be entitled to participate in or, at its option, assume the defense, appeal, or settlement of such Third Party Claim. Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party and approved by the Indemnified Party, with respect to which approval shall not be unreasonably withheld or delayed, and 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 fully cooperate with a statement of any available information regarding such claim (the “Notice of Claim”) to the Indemnifying Party promptly in connection therewith. In the event that the Indemnifying Party fails to assume the defense or settlement of any Third Party Claim within 20 days after learning receipt of such claim; providednotice thereof from the Indemnified Party, 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 undertake the defense, appeal or settlement of such Third Party Claim at the Indemnifying Party’s expense, in good faith with counsel reasonably acceptable to expense and for the Indemnifying Party, but the Company Indemnified Party shall be prohibited from compromising or settling the claim without the prior written consent 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 (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party will), at its expense, make available to unless the Company terms of such settlement or compromise release such Indemnified Party from any and all liability with respect to such assistance and materials as the Company Indemnified Third Party may reasonably requestClaim.