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

Indemnification Procedure for Third Party Claims. In the event a party seeking indemnification (an "Indemnitee") receives written notice of the commencement of any action or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article VII (a "Third Party Claim"), and such Indemnitee intends to seek indemnity pursuant to this Article VII, the Indemnitee shall promptly provide the indemnifying party (the "Indemnitor") with notice of such action, proceeding, claim, penalty or assessment. The Indemnitor shall have the right, by giving notice to the Indemnitee within twenty (20) days after receipt of notice from the Indemnitee of a Third Party Claim, at its expense, to defend against, negotiate, settle or otherwise deal with any claim with respect to which it is the Indemnitor and to have the Indemnitee represented by counsel reasonably satisfactory to the Indemnitee, selected by the Indemnitor; provided that the Indemnitee may participate in any proceeding with counsel of its choice at its expense. The Indemnitor may not enter into a settlement of any Third Party Claim without the consent of the Indemnitee unless such settlement requires no more than a monetary payment for which the Indemnitee has been fully paid. In the event the Indemnitee is controlling the defense of any Third Party Claim, the Indemnitor may participate in such defense and settlement through counsel chosen by it and Indemnitee shall not settle any Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event a party seeking indemnification (that subsequent to the Closing Date any Indemnified Party becomes aware of an "Indemnitee") receives written notice Indemnity Claim on account of or in connection with any Claim or the commencement of any action or proceedingproceeding against such Indemnified Party by any Person who is not a party to this Agreement (including any Governmental Authority) (a “Third Party Claim”), as to which such Indemnified Party would be entitled to assert an Indemnity Claim, such Indemnified Party shall promptly give written notice thereof together with a statement of any available information regarding such Third Party Claim, including, to the extent known by such Indemnified Party, the assertion alleged factual basis for the Third Party Claim and the Losses claimed and referring to the provision of this Agreement pursuant to which indemnification is sought (the “Notice of Claim”) to the Indemnifying Party promptly after learning of such Third Party Claim. Failure by the Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not affect the right of the Indemnified Party to obtain indemnification as a result of such Third Party Claim, except to the extent of any claim direct damages caused by such delay. If (i) the Indemnifying Party is any Seller and (A) such Third Party Claim does not seek injunctive or other equitable relief involving Purchaser or its Affiliates, (B) a third party or Purchaser Protected Party’s insurance carrier does not require, as a condition to such Purchaser Protected Party’s eligibility to recover insurance proceeds on account of such Third Party Claim, that such carrier control the imposition defense of any penalty such Third Party Claim, (C) such Third Party Claim does not seek recourse which could reasonably be expected to adversely affect the ongoing business or assessment for operations (including customer, supplier or employee relationships) of a Purchaser Protected Party or any of its Affiliates (including their rights to use the Company Intellectual Property) or otherwise have a Material Adverse Effect on Purchaser or its Affiliates, (D) the Agent can demonstrate that it has sufficient amounts which indemnity may be sought used in connection with such Third Party Claim to (I) defend such Third Party Claim, and (II) defend all other Third Party Claims then pending which the Agent is defending pursuant to this Article VII Section 8.8, and (a "E) the Indemnifying Party has acknowledged in writing to the Indemnified Party its unconditional obligation to indemnify the Indemnified Party for such Third Party Claim"Claim (subject to the limitations and conditions set forth herein), and or (ii) if the Indemnifying Party is Purchaser, then in any such Indemnitee intends to seek indemnity pursuant to this Article VIIcase, except in the case of Claims described in Section 7.6(f), the Indemnitee shall promptly provide the indemnifying party (the "Indemnitor") with notice of such action, proceeding, claim, penalty or assessment. The Indemnitor Indemnifying Party shall have the right, by giving upon written notice to the Indemnitee Indemnified Party (the “Defense Notice”) within twenty fifteen (2015) days after of its receipt of notice from the Indemnitee Indemnified Party of a Third Party the Notice of Claim, to conduct at its expenseexpense the defense against such Claim in its own name, to defend againstor, negotiateif necessary, settle or otherwise deal with any claim with respect to which it is in the Indemnitor and to name of the Indemnified Party; provided, however, that the Indemnified Party shall have the Indemnitee represented by counsel reasonably satisfactory right to the Indemnitee, selected by the Indemnitor; provided that the Indemnitee may participate in any proceeding with counsel of its choice at its expense. The Indemnitor may not enter into a settlement of any Third Party Claim without the consent of the Indemnitee unless such settlement requires no more than a monetary payment for which the Indemnitee has been fully paid. In the event the Indemnitee is controlling approve the defense of any Third counsel representing the Indemnifying Party Claim, the Indemnitor may participate in such defense and settlement through counsel chosen by it and Indemnitee shall not settle any Third Party Claim without the consent of the Indemnitordefense, which consent approval shall not be unreasonably withheld. The parties will cooperate fully with each other withheld or delayed, and in connection with the defenseevent the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, negotiation then the 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 or settlement of any Third Party Claimdelayed.

Indemnification Procedure for Third Party Claims. In Subject to Section 11.11 relating to Taxes, in the event a party seeking that subsequent to the Closing, any Person that is or may be entitled to indemnification under this Agreement (an "Indemnitee"“Indemnified Party”) receives written notice of the assertion of any claim, issuance of any Governmental Order or the commencement of any action Legal Proceedings by any Person who is not a Party or proceedingan Affiliate of a Party, the assertion of including any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article VII Governmental Authority (a "“Third Party Claim"”), against such Indemnified Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), such Indemnitee intends Indemnified Party shall give written notice thereof, together with a statement of any reasonably available information regarding such Third Party Claim to seek indemnity pursuant such Indemnifying Party within thirty (30) days after learning of such Third Party Claim (or within such shorter time as may be necessary to this Article VIIgive such Indemnifying Party a reasonable opportunity to respond to and defend such Third Party Claim); provided, however, that the Indemnitee failure by the Indemnified Party to give such written notice during such period shall promptly provide not relieve the indemnifying party Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits substantial rights or defenses by reason of such failure. The Indemnifying Party shall have the right upon written notice to the Indemnified Party, within thirty (30) days after receipt from the "Indemnitor") with Indemnified Party of notice of such actionThird Party Claim, proceedingto conduct, claimat its expense, penalty the defense against such Third Party Claim in its own name, or assessmentif necessary in the name of the Indemnified Party, with legal counsel reasonably satisfactory to the Indemnified Party. The Indemnitor In the event that the Indemnifying Party does not conduct the defense of the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as may be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, and the Indemnified Party shall have the right, by giving notice to the Indemnitee within twenty (20) days after receipt of notice from the Indemnitee of a Third Party Claim, at its expense, to defend against, negotiate, settle or otherwise deal with any claim with respect to which it is the Indemnitor and to have the Indemnitee represented by counsel reasonably satisfactory to the Indemnitee, selected by the Indemnitor; provided that the Indemnitee may participate in any proceeding with the defense assisted by counsel of its choice at its expense. The Indemnitor may not enter into a settlement of any own choosing; provided, that the Indemnified Party shall have the right to compromise and settle the Third Party Claim without only with the prior written consent of the Indemnitee unless such settlement requires no more than a monetary payment for which the Indemnitee has been fully paid. In the event the Indemnitee is controlling the defense of any Third Party Claim, the Indemnitor may participate in such defense and settlement through counsel chosen by it and Indemnitee shall not settle any Third Party Claim without the consent of the IndemnitorIndemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. 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 Third Party Claim, unless pursuant to or as a result of such settlement or cessation, (i) no injunctive or other equitable relief would be imposed against the Indemnified Party, (ii) does not contain any admission of liability or wrongdoing and (iii) no liability or financial or other obligation on the part of the Indemnified Party is imposed or created and each claimant or plaintiff in such Third Party Claim has given to the Indemnified Party an unconditional release from all liability with respect to such Third Party Claim. The parties will cooperate fully with each other in connection with Indemnifying Party shall not be entitled to control, and the defenseIndemnified Party shall be entitled to have sole control over, negotiation the defense or settlement of any Third Party Claim solely in the event of a proceeding to which the Indemnifying Party is also a party and the Indemnified Party provides a legal opinion that a material conflict exists between the Indemnified Party and the Indemnifying Party. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.6 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect.

Indemnification Procedure for Third Party Claims. (a) In the event a party seeking indemnification (that, subsequent to the Closing, an "Indemnitee") Indemnified Party receives written notice of the commencement assertion of a Third Party Claim against such Indemnified Party, the Indemnified Party shall promptly give written notice thereof together with a statement of any action available information regarding such claim to the Indemnifying Party; provided that no delay in or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought failure to give such notice pursuant to this Article VII (a "Third Section 14.5(a) will adversely affect any of the other rights or remedies that such Indemnified Party Claim")has under this Agreement, and or alter or relieve the Indemnifying Party’s obligation to indemnify such Indemnitee intends Indemnified Party, except to seek indemnity pursuant to this Article VII, the Indemnitee shall promptly provide extent the indemnifying party (the "Indemnitor") with notice of such action, proceeding, claim, penalty or assessmentIndemnifying Party is materially prejudiced thereby. The Indemnitor Indemnifying Party shall have the right, by giving right upon written notice to the Indemnitee Indemnified Party, within twenty thirty (2030) days after receipt from the Indemnified Party of notice from the Indemnitee of a Third Party Claim, such claim to conduct at its expense, to defend against, negotiate, settle or otherwise deal expense the defense against such claim in its own name with any claim with respect to which it is the Indemnitor and to have the Indemnitee represented by counsel reasonably satisfactory to the Indemnitee, selected by the Indemnitor; provided that Indemnifying Party and not reasonably objected to by the Indemnitee may participate in any proceeding with counsel of its choice at its expense. The Indemnitor may not enter into a settlement of any Third Party Claim without the consent of the Indemnitee unless such settlement requires no more than a monetary payment for which the Indemnitee has been fully paidIndemnified Party. In the event that the Indemnitee is controlling Indemnifying Party elects to conduct the defense of any Third Party Claimthe subject claim, the Indemnitor Indemnified Party will use Reasonable Efforts to cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right at its expense to participate in such the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settlement through counsel chosen by it and Indemnitee shall not settle any Third Party Claim without the claim only with the prior written consent of the IndemnitorIndemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The parties Indemnifying Party shall hold in confidence all such information provided by the Indemnified Party under this Section 14.5(a) on the terms and subject to the conditions contained in the Confidentiality Agreement or Section 9.4, as applicable. Notwithstanding the foregoing, the Indemnifying Party shall not have the right of access to information of the Indemnified Party relating to any information the disclosure of which would jeopardize any legal privilege or work-product privilege available to the Indemnified Party or any of its Affiliates relating to such information. Notwithstanding the foregoing, the Indemnifying Party will cooperate fully with each other in connection with not have the defense, negotiation or settlement right to assume the defense of any Third Party Claim or will cease to defend against such claim, if (i) injunctive or other equitable relief or relief for other than money damages that the Indemnified Party reasonable determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, is sought and could be imposed against the Indemnified Party, (ii) in the event the Third Party Claim were to be unfavorably decided, it would reasonably be likely to lead to Losses, 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 (other than to the extent of the Deductible) or Losses in excess of amounts then-held in the Escrow Account, (iii) at the time of the assumption and thereafter, the Indemnifying Party fails to demonstrate its ability to conduct the investigation, defense or prosecution actively and diligently, (iv) the Third Party Claim relates to or arises in connection with any criminal or quasicriminal Action, or (v) the Indemnifying Party is also a party or has an interest in such Third Party Claim, which interest conflicts with the interests of the Indemnified Party based on the advice of outside legal counsel. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 14.5(a) only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. Notwithstanding the foregoing, no consent of the Indemnified Party shall be required for the Indemnifying Party to settle any Third Party Claim if (A) such settlement offer (1) requires only the payment of money damages for which the Indemnified Party is entitled to full indemnification and does not impose any continuing obligation on any Indemnified Party or its Affiliates, (2) provides, as a condition precedent thereto, a binding, complete, irrevocable and unconditional release from all Losses with respect to the subject matter thereof in favor of all Indemnified Parties that are a party to such Third Party Claim and their respective Affiliates and (3) does not require any Indemnified Party or its Affiliates to (x) admit any wrongdoing or acknowledge any rights of any Person or (y) waive any rights that the Indemnified Party may have against the Person making the Third Party Claim, (B) where such Buyer Indemnified Party is the Indemnified Party, the Sellers’ Representative agrees in writing that the entire amount of such proposed settlement constitutes Losses that are from the Escrow Account then available for distribution, subject to the other provisions of this Agreement and (C) the amount of such proposed settlement will not exceed the limitations contained in this Article XIV.

Indemnification Procedure for Third Party Claims. In the event a If any indemnified party seeking indemnification (an "Indemnitee") receives written notice of the commencement of any action or proceeding, proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for of or which indemnity may be sought pursuant to under this Article VII X (a "“Third Party Claim"), ”) and such Indemnitee indemnified party intends to seek indemnity pursuant to this Article VIIX, the Indemnitee such indemnified party shall promptly provide the indemnifying party (the "Indemnitor") with notice of such action, proceeding, Third Party Claim (provided that any delay in providing such notice shall not affect the indemnification obligations of the indemnifying party hereunder except to the extent the indemnifying party demonstrates that such delay prejudiced such indemnifying party’s ability to successfully defend the matter giving rise to the claim, penalty or assessment). The Indemnitor shall have indemnifying party shall, upon acknowledgment of its obligation to indemnify the rightindemnified party, by giving notice be entitled to participate in or, at its option, assume the Indemnitee within twenty (20) days after receipt defense or settlement of notice from the Indemnitee of a such Third Party Claim, at its expense, to defend against, negotiate, settle . The defense or otherwise deal with any claim with respect to which it is the Indemnitor and to have the Indemnitee represented by settlement shall be conducted through counsel reasonably satisfactory to the Indemnitee, selected by the Indemnitor; provided that the Indemnitee may participate indemnifying party in any proceeding with counsel of its choice at its expenseconnection therewith. The Indemnitor may not enter into a settlement of any Third Party Claim without the consent of the Indemnitee unless such settlement requires no more than a monetary payment for which the Indemnitee has been fully paid. In the event the Indemnitee is controlling the defense of any Third Party Claim, the Indemnitor may participate in such defense and settlement through counsel chosen by it and Indemnitee indemnifying party shall not settle any Third Party Claim without the consent of the Indemnitorindemnified party’s prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld; provided that if such a settlement is solely for monetary relief to be paid in full by the indemnifying party, no consent of any indemnified party shall be required. The parties will cooperate fully with each other in In connection with the defense, negotiation or settlement of any Third Party Claim, the Parties shall use their commercially reasonable efforts to coordinate with any applicable insurance carriers and the terms of any applicable insurance policies.