Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) Promptly after the receipt by any Person entitled to indemnification pursuant to this Article 8 (the “Indemnified Party”) of notice of any matter (a “Third Party Claim”) which may give rise to a claim for indemnification hereunder, the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (a) Promptly after If any third party shall notify either Pegasus, the receipt by Surviving Corporation or any Person entitled to indemnification pursuant to this Article 8 Principal Company Shareholder (the “"Indemnified Party”") prior to the expiration of notice of the Indemnification Period with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification hereunderagainst the other (the "Indemnifying Party") under this Article, then the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party Claimthereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party (but not beyond the expiration of the Indemnification Period, or, in the case of notice of a Third Party Claim received by the Indemnified Party on the last day of the Indemnification Period, the next Business Day) shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (ai) Promptly after the receipt by If any Person third party shall notify any party entitled to indemnification pursuant to or adjustment under this Article 8 Section 7 (the “Indemnified Party”"INDEMNIFIED PARTY") of notice of any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim for indemnification hereunderor adjustment against any other Party (the "INDEMNIFYING PARTY") under this Section 7, then the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “each Indemnifying Party”) Party thereof in writing together with a statement of any available information regarding such claim, within 20 days after learning of such Third claim (or such shorter time as may be necessary to give the Indemnifying Party Claima reasonable opportunity to respond to such claim); providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (ai) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify any Party (the “"Indemnified Party”") of notice of with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification hereunderagainst any other Party (the "Indemnifying Party") under this paragraph 6, then the Indemnified Party shall promptly notify (and in any event within five business days after receiving notice of the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely hereunder, except to the extent) extent the Indemnifying Party thereby is prejudiced. In Such notice shall describe the event of a Third Party Claim by a Buyer claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify any Party (the “"Indemnified Party”") of notice of with respect to any matter (a “"Third Party Claim”") which that may give rise to a right to claim for indemnification hereunderagainst any other Party (the "Indemnifying Party") under Section 8.2 or Section 8.3, then the Indemnified Party shall promptly notify (and in any event within five business days after receiving notice of the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party Claim) notify the Indemnifying Party thereof in writing (the "Claim Notice"); provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer The Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall not be required to commence litigation or take any action against any third party prior to delivery of the RepresentativeClaim Notice.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify any Party (the “"Indemnified Party”") of notice of with respect to any matter (including any proposed or actual Tax audit) (a “"Third Party Claim”") which may give rise to a claim for indemnification hereunderagainst any other Party (the "Indemnifying Party") under this Section 9, then the Indemnified Party shall promptly promptly, but in no event more than 15 days following such Indemnified Party's receipt of such notice, notify the Person obligated to provide indemnification pursuant to this Article 8 each Indemnifying Party thereof in writing (the “Indemnifying Party”a "Claim Notice") of such Third Party Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third Party Claim); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify ISI or InfoCure (the “"Indemnified Party”") of notice of with respect to any matter (a “Third Party Claim”) which may give rise to a claim by ISI or InfoCure for indemnification hereunder, against the Shareholders (collectively the "Indemnifying Party") under this Section 7. (a "Third Party Claim") then the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party Claimpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudicedDamaged. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to If the Indemnifying Party shall be to notifies the Representative.Indemnified Party within fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, then:

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify any party (the “Indemnified Party”"INDEMNIFIED PARTY") of notice of with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which that may give rise to a claim for indemnification hereunderagainst the other party (the "INDEMNIFYING PARTY") under this ARTICLE 6, then the Indemnified Party shall promptly notify (which the Person obligated Indemnified Party will endeavor to provide indemnification pursuant provide, by the sooner to this Article 8 occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the “date a responsive pleading is due) the Indemnifying Party”) of such Third Party Claimthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (ai) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify a Party (the “"Indemnified Party”") of notice of with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification hereunderagainst the other Party (the "Indemnifying Party") under this ss.8, then the Indemnified Party shall promptly notify (and in any event within five Business Days after receiving notice of the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) of such Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay failure to provide such notice on the part of the Indemnified Party in notifying any Indemnifying Party a timely basis shall relieve not release the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this ss.8 except to the extent) extent the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim actually prejudiced by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the RepresentativeIndemnifying Party, within five Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person third party shall notify any party hereto entitled to indemnification pursuant to this Article 8 under Sections 8.2, 8.3, or 8.4 (the “"Indemnified Party”") of notice of with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification hereunderagainst any other party hereto (the "Indemnifying Party") under this Article VIII, then the Indemnified Party shall promptly notify (and in any event by the Person obligated sooner to provide indemnification occur of (i) 10 days after receipt of notice by it, and (ii) five days prior to the date a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to this Article 8 (the “Section 10.1 hereof)), each Indemnifying Party”) of such Third Party Claimthereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person entitled to indemnification pursuant to this Article 8 third party shall notify any party (the “"Indemnified Party”") of notice of with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification hereunderagainst the other party (the "Indemnifying Party") under this Article 6.00, then the Indemnified Party shall promptly notify (which the Person obligated Indemnified Party will endeavor to provide indemnification pursuant provide, by the sooner to this Article 8 occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the “date a responsive pleading is due) the Indemnifying Party”) of such Third Party Claimthereof in writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.;

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person third party shall notify any Party entitled to indemnification pursuant to this Article 8 under Section 7.2 (the “"Indemnified Party”") of notice of with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification hereunderagainst any other Party hereto (the "Indemnifying Party") under this Article VII, then the Indemnified Party shall promptly notify (and in any event by the Person obligated sooner to provide indemnification occur of (i) 10 days after receipt of notice by it, and (ii) five days prior to the date a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to this Article 8 (the “Section 8.1 hereof) each Indemnifying Party”) of such Third Party Claimthereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person entitled third party shall notify any Indemnified Party with respect to indemnification pursuant to this Article 8 (the “Indemnified Party”) of notice of any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification hereunderagainst the Indemnifying Party under this Article 8, then the Indemnified Party shall promptly notify (which the Person obligated Indemnified Party will endeavor to provide indemnification pursuant provide, by the sooner to this Article 8 occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the “date a responsive pleading is due) the Indemnifying Party”) of such Third Party Claimthereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (ai) Promptly after If any third party shall notify any Party (for purposes hereof the receipt by any Person entitled term “Party” shall be deemed to indemnification pursuant to this Article 8 include the Shareholders) (the “Indemnified Party”) of notice of with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification hereunder, the Indemnified against any other Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly (but in no event more than fifteen (15) days after the Indemnified Party receives notice of such Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to the Representative.

Matters Involving Third Parties. (a) Promptly after the receipt by If any Person third party shall notify a party entitled to indemnification be indemnified pursuant to this Article 8 Section 9.1 or 9.2 (the “"Indemnified Party”") of notice of with respect to any matter (a “Third which the Indemnified Party Claim”) which has determined may give rise to a claim for indemnification hereunderagainst the PACE Group or the Blockbuster Group, as the case may be (a "Third Party Claim") (the "Indemnifying Party"), then the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (the “each Indemnifying Party”) of such Third Party Claimthereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. In Subject to the event of a Indemnifying Party's right to defend in good faith Third Party Claim by a Buyer Indemnified PartyClaims as hereinafter provided, such notice shall be to the Representative and in such event references in this Section 8.4 to the Indemnifying Party shall be to satisfy its obligations under this Section 9 within 30 days after the Representativereceipt of written notice thereof from the Indemnified Party unless the Indemnifying Party notifies the Indemnified Party that it disputes any such obligations.