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

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. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (aeach, a "Direct Claim") The party seeking indemnification under this Article 11 shall give be asserted by the party from whom indemnification is sought Indemnified Party giving the Indemnifying Party reasonably prompt written notice of the assertion of thereof, but in 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 event not later than 30 days after the date Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice or, if any to respond in writing to such sums are due more than 90 days after Direct Claim. The Indemnified Party shall allow the date of such notice, ten days prior Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the date each Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such sums are dueinformation and assistance (including access to the Corporation's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Indemnification Procedure for Third Party Claims. (a) The party seeking In the event that subsequent to the Closing any Person entitled to indemnification under this Article 11 shall give the party from whom Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification is sought prompt written or receives notice of the assertion of any third claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a "THIRD PARTY CLAIM") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within 60 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 written notice to the Indemnified Party (the "DEFENSE NOTICE") within 30 days after receipt from the Indemnified Party of notice of such claim, which said party has knowledge which is covered notice by the indemnity agreements set forth in Section 11.2 or Section 11.3Indemnifying Party shall specify the counsel it will appoint to defend such claim ("DEFENSE COUNSEL"), and the party obligated to indemnify will undertake conduct at its expense 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 against such claim fails to defendin its own name, or if necessary in the party seeking indemnification will name of the Indemnified Party; PROVIDED, HOWEVER, that the Indemnified Party shall have the right to undertake approve the defenseDefense Counsel, which approval shall not be unreasonably withheld or delayed, and in the 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 Indemnified Party's approval. If Parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (i) In the event that the Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (ii) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (iii) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (iv) The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of such any claim on behalf of and for to the account and risk extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets or condition (financial or otherwise) of the party obligated to indemnify, subject to Indemnified Party (and the right of the party seeking indemnification to assume the defense cost of such claim at any time prior defense shall constitute an amount for which the Indemnified Party is entitled to settlement, compromise or final determination thereofindemnification hereunder). (cv) PAYMENT OF SUMS DUE. After any final judgment or award shall have been rendered by If a courtfirm decision is made to settle a Third Party Claim, arbitration board or administrative agency of competent jurisdictionwhich offer the Indemnifying Party is permitted to settle under this SECTION 3.12, or a settlement shall have been completed, or and the parties shall have arrived at a mutually binding agreement, with respect Indemnifying Party desires to each separate third party claim indemnified by the party obligated accept and agree to indemnifysuch offer, the party seeking indemnification shall forward Indemnifying Party will give written notice to the party obligated Indemnified Party to indemnify notice of any sums due and owing (and that effect. If the times when due) by the party seeking indemnification with respect Indemnified Party fails to consent to such claim and the party obligated to indemnify shall pay such sums to the party seeking indemnification in cash, firm offer within 30 15 calendar days after the date of such notice or, if any such sums are due more than 90 days after the date its receipt of such notice, ten days prior the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the date each maximum liability of the Indemnifying Party as to such sums are dueThird Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the end of such 15-day period. (vi) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. The following procedures will apply with respect to indemnification for Claims asserted, commenced, or brought forward by third parties (“Third Party Claims”) and arising in connection with this Agreement: (a) The party seeking indemnification under Upon the Licensee discovering or becoming aware of the existence, or the assertion or the commencement, of any Third Party Claim (for the avoidance of doubt, whether by legal process or otherwise) with respect to any matter within the scope of this Article 11 10, the Licensee shall give written notice thereof to the party from whom indemnification is sought Licensor and shall thereafter keep the Licensor reasonably informed with respect thereto, provided, however, that the failure of the Licensee to give the Licensor such prompt written notice will not relieve the Licensor of its obligations hereunder except to the extent such failure results in material prejudice to the Licensor’s defense of such Third Party Claim. Within thirty (30) days following receipt of written notice from the Licensee relating to any Third Party Claim, but no later than ten (10) days before the date on which any response to a complaint, statement or summons associated with the applicable Third Party Claim is due, the Licensor will notify the Licensee in writing that the Licensor will assume control of the assertion defense and settlement of any third party claim of which said party has knowledge which is covered by such Third Party Claim (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“Claim Assumption Notice”). (b) If The Licensor delivers the party obligated Claim Assumption Notice relating to indemnify, any Third Party Claim within a reasonable period of time after the required notice of any such claim fails to defendperiod, the party seeking indemnification Licensor will be entitled to have sole control over the right to undertake the defense, compromise or defense and settlement of such claim on behalf of and for Third Party Claim, provided, however, that, a. the account and risk of Licensor shall thereafter keep the party obligated Licensee reasonably informed with respect thereto; b. the Licensee will be entitled to indemnify, subject to the right of the party seeking indemnification to assume participate in the defense of such claim Third Party Claim and to employ legal counsel, at its own cost and expense, to assist in the handling of such Third Party Claim, and provided, however, that if the Licensee’s defenses to any time prior such Third Party Claim are materially different from or materially adverse to the Licensor’s defenses, than the costs and expenses of such separate legal counsel shall be paid by the Licensor; and c. the Licensor may not enter into any settlement, compromise consent judgment, or other voluntary final determination thereofdisposition of such Third Party Claim which invalidates or restricts or prejudices the rights and interests of the Licensee hereunder to any Subject Intellectual Property without the prior written consent of the Licensee, which consent shall not be unreasonably withheld or delayed. (c) PAYMENT OF SUMS DUE. After any final judgment or award Notwithstanding the foregoing, if the Licensee becomes subject to a Third Party Claim, then in addition to the Licensor’s indemnification obligations (which shall have been rendered by a courtcontinue to remain in full force and effect, arbitration board or administrative agency unaffected, and unmodified), the Licensor shall consult in good faith with the Licensee, and at its sole option and expense, use its commercially reasonable best efforts to (i) with the prior written consent of competent jurisdictionthe Licensee, promptly procure for the Licensee the right to continue licensing and making use of the Subject Intellectual Property in exactly the same manner and on the same terms as set forth in this Agreement, (ii) with the prior written consent of the Licensee, modify the Licensed Intellectual Property so that they are no longer infringing the rights, interests, or a settlement shall have been completed, or the parties shall have arrived at a mutually binding agreement, with respect to each separate privileges of any 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 whether in respect to such claim third party’s Intellectual Property or otherwise), or (iii) with the prior written consent of the Licensee, replace the Licensed Intellectual Property with non- infringing Licensed Intellectual Property, so as to enable the Licensee the right to continue licensing and making use of the party obligated to indemnify shall pay such sums to Subject Intellectual Property as contemplated herein, in exactly the party seeking indemnification same manner and on the same terms as set forth 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 duethis Agreement.