Common use of Notice Procedure Clause in Contracts

Notice Procedure. Not later than fifteen (15) Days after receipt of written notice from either Party of any Claim or Losses related to any Claim for which such Party or a member of such Party’s Owner Group or Customer Group, as applicable, is seeking indemnification under this Agreement (such Party or member of such Party’s Owner Group or Customer Group seeking indemnification, collectively, the “Indemnified Party”), the Party receiving such notice (the “Indemnifying Party”) shall, to the extent that such Claim or Losses are indemnifiable by the Indemnifying Party hereunder, affirm in writing by notice to the Indemnified Party that the Indemnifying Party will indemnify, defend and hold harmless the Indemnified Party in accordance with this Agreement and will, at its own cost and expense, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall have the right to be represented therein by counsel of its own selection at its own expense or, in the event that the Indemnifying Party breaches any of its obligations hereunder to timely and diligently assume and conduct the defense of such Claim, at the expense of the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise or permit a default judgment or a consent to entry of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless such settlement or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of the Indemnified Party with respect to all liability related to such Claim and Losses related to such Claim upon the making of such payment.

Notice Procedure. Not later than fifteen (15) Days after receipt of written notice from either Party of any Claim or Losses related to any Claim for which such Party or a member of such Party’s Owner Group or Customer Group, as applicable, is seeking indemnification under this Agreement (such Party or member of such Party’s Owner Group or Customer Group seeking indemnification, collectively, the “Indemnified Party”), the Party receiving such notice (the “Indemnifying Party”) shall, to the extent that such Claim or Losses are indemnifiable by the Indemnifying Party hereunder, affirm in writing by notice to the Indemnified Party that the Indemnifying Party It will indemnify, defend and hold harmless the Indemnified Party in accordance with this Agreement and will, at its own cost and expense, assume on behalf be an ongoing condition of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided, however, foregoing indemnity that the Indemnified Party shall have the right to be represented therein by counsel of its own selection at its own expense or, in the event that give the Indemnifying Party breaches prompt written notice of any actual or threatened claim, and provide the Indemnifying Party with all reasonably accessible information regarding such claims in the Indemnified Party’s possession. The Indemnified Party will promptly notify the Indemnifying Party of its obligations hereunder any claim, demand, suit or proceeding for which the Indemnifying Party has agreed to timely indemnify and diligently assume hold the Indemnified Party harmless, and conduct the Indemnifying Party, upon written request by the Indemnified Party, will promptly defend and continue the defense of such Claimclaim, demand, suit or proceeding at the expense of Indemnifying Party’s expense. If the Indemnifying Party fails to undertake and continue such defense, the Indemnified Party will have the right (but not the obligation) to make and continue such defense as it considers appropriate, and the expenses and costs thereof, including but not limited to attorneys’ fees, out-of-pocket expenses and the costs of an appeal and bond thereof, together with the amounts of any judgment rendered against the Indemnified Party, will be paid by the Indemnifying Party. The Indemnifying Party shall not, not enter into any settlement of an indemnified claim for which the Indemnified Party does not receive a general release without the prior written consent approval of the Indemnified Party, settle or compromise or permit a default judgment or a consent to entry of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless such settlement or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of . Nothing herein will prevent the Indemnified Party with respect to all liability related to from defending, if it so desires in its own discretion, any such Claim and Losses related to such Claim upon claim, demand, suit or proceeding at its own expense through its own counsel, notwithstanding that the making of such paymentdefense thereof may have been undertaken by the Indemnifying Party.

Notice Procedure. Not later than fifteen (15Any Indemnified Party wishing to claim Indemnification under Section 3.14(a) Days after receipt of written notice from either Party this Agreement, upon learning of any Claim such claim, action, suit, proceeding or Losses related investigation, shall promptly notify API thereof, but the failure to so notify shall not relieve API of any Claim for which liability it may have to such Party or a member of such Party’s Owner Group or Customer Group, as applicable, is seeking indemnification under this Agreement (such Party or member of such Party’s Owner Group or Customer Group seeking indemnification, collectively, the “Indemnified Party”), the Party receiving such notice (the “Indemnifying Party”) shall, to the extent that such Claim or Losses are indemnifiable by the Indemnifying Party hereunder, affirm in writing by notice to the Indemnified Party that if such failure does not materially prejudice API. In the Indemnifying Party will indemnifyevent of any such claim, defend and hold harmless action, suit, proceeding or investigation (whether arising before or after the Indemnified Party in accordance with this Agreement and will, at its own cost and expense, Effective Time of Merger): (i) API shall have the right to assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory acceptable to the Indemnified PartyParty and API shall not be liable to any Indemnified Party for any legal expenses of other counsel thereafter incurred in connection with the defense thereof; (ii) the Indemnified Party will cooperate in all respects as reasonably requested by API in the defense of any such matter, and in connection therewith shall be entitled to reimbursement by API of expenses incurred in connection therewith; and (iii) API shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that API shall not have any obligation hereunder to any Indemnified Party if a court shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the matter contemplated hereby is prohibited by Law. If such indemnity is not available with respect to any Indemnified Party, API and the Indemnified Party shall have contribute to the right amount payable in such proportion as is appropriate to be represented therein by counsel of its own selection at its own expense or, in the event that the Indemnifying Party breaches any of its obligations hereunder to timely reflect relative faults and diligently assume and conduct the defense of such Claim, at the expense of the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise or permit a default judgment or a consent to entry of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless such settlement or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of the Indemnified Party with respect to all liability related to such Claim and Losses related to such Claim upon the making of such paymentbenefits.

Notice Procedure. Not later than fifteen (15) Days after receipt of written notice from either Party of any Claim or Losses related to any Claim for which such Party or a member of such Party’s Owner Group or Customer Group, as applicable, is seeking indemnification under this Agreement (such Party or member of such Party’s Owner Group or Customer Group seeking indemnification, collectively, the “Indemnified Party”), the Party receiving such notice (the “Indemnifying Party”) shall, to the extent that such Claim or Losses are indemnifiable by the Indemnifying Party hereunder, affirm in writing by notice to the Indemnified Party that the Indemnifying Party It will indemnify, defend and hold harmless the Indemnified Party in accordance with this Agreement and will, at its own cost and expense, assume on behalf be an ongoing condition of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided, however, foregoing indemnity that the Indemnified Party shall have the right to be represented therein by counsel of its own selection at its own expense or, in the event that give the Indemnifying Party breaches prompt written notice of any actual or threatened claim, and provide the Indemnifying Party with all reasonably accessible information regarding such claims in the Indemnified Party's possession. The Indemnified Party will promptly notify the Indemnifying Party of its obligations hereunder any claim, demand, suit or proceeding for which the Indemnifying Party has agreed to timely indemnify and diligently assume hold the Indemnified Party harmless, and conduct the Indemnifying Party, upon written request by the Indemnified Party, will promptly defend and continue the defense of such Claimclaim, demand, suit or proceeding at the expense of Indemnifying Party's expense. If the Indemnifying Party fails to undertake and continue such defense, the Indemnified Party will have the right (but not the obligation) to make and continue such defense as it considers appropriate, and the expenses and costs thereof, including but not limited to attorneys' fees, out-of-pocket expenses and the costs of an appeal and bond thereof, together with the amounts of any judgment rendered against the Indemnified Party, will be paid by the Indemnifying Party. The Indemnifying Party shall not, not enter into any settlement of an indemnified claim for which the Indemnified Party does not receive a general release without the prior written consent approval of the Indemnified Party, settle or compromise or permit a default judgment or a consent to entry of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless such settlement or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of . Nothing herein will prevent the Indemnified Party with respect to all liability related to from defending, if it so desires in its own discretion, any such Claim and Losses related to such Claim upon claim, demand, suit or proceeding at its own expense through its own counsel, notwithstanding that the making of such paymentdefense thereof may have been undertaken by the Indemnifying Party.

Notice Procedure. Not later than The indemnified Party will give the indemnifying Party prompt written notice of any claim, proceeding or suit for which it seeks indemnification under Sections 15.1 or 15.2 (hereafter, a “Matter”). The indemnifying Party will have fifteen (15) Days business days after receipt of written notice from either Party of any Claim or Losses related to any Claim for which such Party or a member of such the indemnified Party’s Owner Group or Customer Group, as applicable, is seeking indemnification under this Agreement (such Party or member of such Party’s Owner Group or Customer Group seeking indemnification, collectively, the “Indemnified Party”), the Party receiving such notice (the “Indemnifying Party”) shall, to the extent that such Claim or Losses are indemnifiable by the Indemnifying Party hereunder, affirm in writing by notice to notify the Indemnified indemnified Party that the Indemnifying indemnifying Party elects to conduct and control the defense of such Matter. If the indemnifying Party does not give the foregoing notice, the indemnified Party will indemnify, defend and hold harmless the Indemnified Party in accordance with this Agreement and will, at its own cost and expense, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall have the right to be represented therein by defend or settle such Matter in the exercise of its exclusive discretion, and the indemnifying Party will, upon request from the indemnified Party, promptly pay to it in accordance with Sections 15.1 or 15.2, as the case may be, the amount of any Damages resulting from such Matter. Except in the event of a conflict of interest between the indemnified Party and the indemnifying Party, if the indemnifying Party gives the foregoing notice, the indemnifying Party will have the obligation to undertake, conduct and control, through counsel of its own selection choosing and at its own the sole expense orof the indemnifying Party, the conduct and control of the defense and any settlement of such Matter and the indemnified Party will cooperate with the indemnifying Party in connection therewith; provided, that: (a) the indemnifying Party will not thereby permit any lien, encumbrance or other adverse charge upon any asset of the indemnified Party; (b) the indemnifying Party will permit the indemnified Party to participate in the defense or settlement through counsel chosen by the indemnified Party, but the fees and expenses of such counsel will be borne by the indemnified Party except as provided in clause (c) below; (c) the indemnifying Party will agree to reimburse promptly under Sections 15.1 or 15.2, as the case may be, the indemnified Party for the full amount of any liabilities, losses, damages, costs and expenses, including reasonable attorney” fees, resulting from the Matter, except for any fees and expenses of counsel for such indemnified Party incurred after the assumption of the conduct and control of such Matter by the indemnifying Party; and (d) the indemnifying Party will not settle or otherwise resolve any Matter without prior notice to the indemnified Party and the consent of the indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). So long as the indemnifying Party is contesting any Matter in good faith, the indemnified Party will not pay or settle any such Matter; except that such indemnified Party will have the right to pay or settle any such Matter but in so doing such indemnified Party will be deemed to have waived any right to indemnity therefore by the indemnifying Party under Section 15.1 or 15.2, as the case may be. In the event that the Indemnifying indemnified Party breaches reasonably believes that there exists a substantial conflict of interest with the indemnifying Party, then the indemnified Party will give the indemnifying Party notice of such conflict of interest and the indemnifying Party will not have the right or obligation to undertake, conduct and control the defense or settlement of any Matter and the indemnified Party will have the right to defend or settle such Matter in the exercise of its obligations hereunder to timely and diligently assume and conduct exclusive discretion; provided, that the defense of such Claimindemnifying Party (a) will not thereby permit any lien, at the expense encumbrance or other adverse charge upon any asset of the Indemnified indemnified Party. The Indemnifying ; and (b) will not settle or otherwise resolve any Matter without prior notice to the indemnified Party shall not, without and the prior written consent of the Indemnified indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In such event, the indemnifying Party will, upon request from the indemnified Party, settle promptly pay to it in accordance with Section 15.1 or compromise or permit a default judgment or a consent to entry 15.2, as the case may be, the amount of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless liabilities, losses, damages and expenses, including reasonable attorneys’ fees, resulting from such settlement claim, proceeding or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of the Indemnified Party with respect to all liability related to such Claim and Losses related to such Claim upon the making of such paymentsuit.

Notice Procedure. Not later than The indemnified Party will give the indemnifying Party prompt written notice of any claim, proceeding or suit for which it seeks indemnification under Sections 15.1 or 15.2 (hereafter, a “Matter”). The indemnifying Party will have fifteen (15) Days business days after receipt of written notice from either Party of any Claim or Losses related to any Claim for which such Party or a member of such the indemnified Party’s Owner Group or Customer Group, as applicable, is seeking indemnification under this Agreement (such Party or member of such Party’s Owner Group or Customer Group seeking indemnification, collectively, the “Indemnified Party”), the Party receiving such notice (the “Indemnifying Party”) shall, to the extent that such Claim or Losses are indemnifiable by the Indemnifying Party hereunder, affirm in writing by notice to notify the Indemnified indemnified Party that the Indemnifying indemnifying Party elects to conduct and control the defense of such Matter. If the indemnifying Party does not give the foregoing notice, the indemnified Party will indemnify, defend and hold harmless the Indemnified Party in accordance with this Agreement and will, at its own cost and expense, assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall have the right to be represented therein by defend or settle such Matter in the exercise of its exclusive discretion, and the indemnifying Party will, upon request from the indemnified Party, promptly pay to it in accordance with Sections 15.1 or 15.2, as the case may be, the amount of any Damages resulting from such Matter. Except in the event of a conflict of interest between the indemnified Party and the indemnifying Party, if the indemnifying Party gives the foregoing notice, the indemnifying Party will have the obligation to undertake, conduct and control, through counsel of its own selection choosing and at its own the sole expense orof the indemnifying Party, the conduct and control of the defense and any settlement of such Matter and the indemnified Party will cooperate with the indemnifying Party in connection therewith; provided that: (a) the indemnifying Party will not thereby permit any lien, encumbrance or other adverse charge upon any asset of the indemnified Party; (b) the indemnifying Party will permit the indemnified Party to participate in the defense or settlement through counsel chosen by the indemnified Party, but the fees and expenses of such counsel will be borne by the indemnified Party except as provided in clause (c) below; (c) the indemnifying Party will agree to reimburse promptly under Sections 15.1 or 15.2, as the case may be, the indemnified Party for the full amount of any liabilities, losses, damages, costs and expenses, including reasonable attorney’’ fees, resulting from the Matter, except for any fees and expenses of counsel for such indemnified Party incurred after the assumption of the conduct and control of such Matter by the indemnifying Party; and (d) the indemnifying Party will not settle or otherwise resolve any Matter without prior notice to the indemnified Party and the consent of the indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). So long as the indemnifying Party is contesting any Matter in good faith, the indemnified Party will not pay or settle any such Matter; except that such indemnified Party will have the right to pay or settle any such Matter but in so doing such indemnified Party will be deemed to have waived any right to indemnity therefore by the indemnifying Party under Section 15.1 or 15.2, as the case may be. In the event that the Indemnifying indemnified Party breaches reasonably believes that there exists a substantial conflict of interest with the indemnifying Party, then the indemnified Party will give the indemnifying Party notice of such conflict of interest and the indemnifying Party will not have the right or obligation to undertake, conduct and control the defense or settlement of any Matter and the indemnified Party will have the right to defend or settle such Matter in the exercise of its obligations hereunder to timely and diligently assume and conduct exclusive discretion; provided that the defense of such Claimindemnifying Party (a) will not thereby permit any lien, at the expense encumbrance or other adverse charge upon any asset of the Indemnified indemnified Party. The Indemnifying ; and (b) will not settle or otherwise resolve any Matter without prior notice to the indemnified Party shall not, without and the prior written consent of the Indemnified indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In such event, the indemnifying Party will, upon request from the indemnified Party, settle promptly pay to it in accordance with Section 15.1 or compromise or permit a default judgment or a consent to entry 15.2, as the case may be, the amount of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless liabilities, losses, damages and expenses, including reasonable attorneys’ fees, resulting from such settlement claim, proceeding or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of the Indemnified Party with respect to all liability related to such Claim and Losses related to such Claim upon the making of such paymentsuit.

Notice Procedure. Not later than fifteen (15) Days after receipt of written notice from either Party of any Claim or Losses related If a claim in respect to any Claim for which such Party or a member this Article 9 is to be made against an indemnifying party under this Section, the party to be indemnified shall promptly notify the indemnifying party in writing of such Party’s Owner Group claim on or Customer Group, as applicable, is seeking indemnification before the first anniversary of the Closing Date. In no case shall an indemnifying party be liable under this Agreement (such Party with respect to any Loss or member of such Party’s Owner Group or Customer Group settlement unless the indemnifying party shall have been notified in writing by the indemnified party seeking indemnification, collectivelyof the assertion or filing of the claim or action giving rise to such Loss or settlement promptly after such indemnified party shall have been advised of, or otherwise shall have received information as to, the “Indemnified Party”)assertion or filing of such claim or action. In case any action is brought against any indemnified party, and such indemnified party notifies an indemnifying party of the commencement thereof, the Party receiving such notice (the “Indemnifying Party”) shallindemnifying party will be entitled to participate in, and, to the extent that it or he may wish, jointly with all other indemnifying parties, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Claim indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based upon advice of its counsel, that there may be legal defenses available to it or Losses he and/or any other indemnified party which are indemnifiable different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such Indemnified Party of its election to assume the defense of such action and approval by the Indemnifying Party hereunder, affirm in writing by notice to the Indemnified Party that of counsel, the Indemnifying indemnifying party will not be liable to such Indemnified Party will indemnify, defend and hold harmless under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with defense thereof unless: (i) the Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with this Agreement and willthe proviso to the next preceding sentence (it being understood, at its own cost and expensehowever, assume on behalf that the indemnifying party shall not be liable for the expenses of more than one separate counsel); (ii) the Indemnified Party and conduct with due diligence and in good faith the defense thereof with indemnifying party shall not have employed counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided, however, that Party to represent the Indemnified Party shall have within a reasonable time after notice or commencement of the right to be represented therein by action; or (iii) the indemnifying party has authorized the employment of counsel of its own selection at its own expense or, in the event that the Indemnifying Party breaches any of its obligations hereunder to timely and diligently assume and conduct the defense of such Claim, at the expense of the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise or permit a default judgment or a consent to entry of any judgment with respect to any Claim for which it has indemnification obligations hereunder unless such settlement or compromise or judgment is solely for the payment of money and includes a complete and unconditional release of the Indemnified Party with respect to all liability related to such Claim and Losses related to such Claim upon the making of such paymentindemnifying party.