Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which Sellers/Shareholders/Members on the one hand, or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller No. 1/~~Shareholders/Members~~ Seller No.2 and Shareholder on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice ~~thereof and the~~ thereof. The Indemnifying Party ~~shall have the right~~may elect, ~~at its option and expense, to participate in the defense~~ within thirty (30) days after receipt of such ~~proceeding~~notice, or five (5) days before the return date required by any citation, claim or ~~demand~~other statute, ~~but not~~ whichever occurs earlier, to ~~control~~ contest or defend against such claim at the ~~defense~~Indemnifying Party's expense, ~~negotiation or settlement thereof, which control~~ and shall ~~at all times rest~~ give written notice to the Party to be Indemnified of the commencement of such defense with reasonable promptness after giving of the written notice of the claim by the Party to be Indemnified~~, unless~~ . The Party to be Indemnified shall be entitled to participate with the Indemnifying Party ~~irrevocably acknowledges~~ in ~~writing full~~ such event (at the cost and ~~complete responsibility for and agrees to provide indemnification~~ expense of the Party to be Indemnified) but shall not be entitled in any way to release, ~~in which case~~ waive, settle, modify, or pay such claim without the consent of the Indemnifying Party ~~may assume~~ if the Indemnifying Party has assumed such ~~control through counsel~~ defense. In the event that the Party to be Indemnified determines to settle any such claim without such prior consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Section 11 with respect to such claim. In the event that the Indemnifying Party does not elect to contest, defend, settle or pay the claim as provided above, the Party to be Indemnified shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its ~~choice~~ sole discretion and at pursue its ~~expense~~rights under this Agreement. In the event the Indemnifying Party ~~assumes control of~~ shall assume the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall cooperate in the defense of such action and the records of each shall be ~~responsible for all amounts in excess of~~ available to the ~~original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party~~ other with respect to ~~be Indemnified in connection with~~ such defense~~, negotiation or settlement~~.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders~~Seller/Members on the one hand, or Purchaser NoXx. ~~1 and/or Purchaxxx~~ 0 xxx/xx Xxxxxxxxx Xx. 0, ~~xx xxxxxxxxxx~~as applicable, ~~xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy It Solutions Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is ~~sought~~sought (the _Indemnifying Party_). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the _Party to be ~~indemnified~~ Indemnified_) has received notification of such claim, but failure to notify the ~~indemnifying party~~ Indemnifying Party shall in no event prejudice the ~~right~~ rights of the ~~party~~ Party to be ~~indemnified~~ Indemnified under this Agreement, unless the ~~indemnifying party~~ Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ Sellers on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the ~~party asserting such right to indemnity (the "~~Party to be ~~Indemnified")~~ Indemnified shall give or cause to be given to the ~~party from whom indemnity is sought (the "~~Indemnifying ~~Party")~~ Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The ~~parties hereto~~ Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.04 and ~~12.4~~ 11.05 hereunder, subject to the limitations set forth elsewhere in this Section 11. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsibility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.04 or ~~12.4~~ 11.05 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such ~~party~~ Party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 11.04 or ~~12.4~~ 11.05 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 11.04 and ~~12.4~~ 11.05 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholders on the one hand, or Purchaser NoXx. ~~1 and/or Purchaxxx~~ 0 xxx/xx Xxxxxxxxx Xx. 0, ~~xx xxxxxxxxxx~~as applicable, ~~xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.3 and ~~12.4~~ 10.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, ~~negotiation~~ negotia-tion or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.10.3 or

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification ~~shall~~ will arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is be asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ Parent or Shareholders on the one hand, or ~~Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ Xxxxxx on the other hand, may have an obligation to indemnify the ~~other~~other(s), the party asserting such right to indemnity ~~(the "Party to be Indemnified")~~ shall give or cause to be given to the party from whom indemnity is may be sought ~~(the "Indemnifying Party")~~ written notice thereof (including the facts constituting the basis therefor) and ~~the Indemnifying Party~~ such party shall have the right, at its option and expense, to ~~participate in~~ be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the ~~Party~~ party asserting such right to ~~be Indemnified~~indemnity, unless the ~~Indemnifying Party~~ party from whom indemnity is sought irrevocably acknowledges ~~in writing~~ full and complete responsibility for ~~and agrees to provide~~ indemnification of the ~~Party~~ party asserting such right to ~~be Indemnified~~indemnity, in which case such ~~Indemnifying Party~~ party may assume such control through counsel of its ~~choice~~ choice, and ~~at its expense. In~~ the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join other parties may participate in such defense, negotiation or settlement at their cost and expense. The parties ~~hereto~~ agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand~~. (b) If~~ ; provided, however, if the ~~Party~~ indemnifying party has assumed the defense of such a third party claim, the indemnifying party shall not, without the written consent of the indemnified party, enter into any settlement, compromise or discharge or consent to ~~be Indemnified is also~~ the ~~party controlling the defense, negotiation or settlement~~ entry of any ~~matter~~judgment which imposes any expense, ~~and if~~ obligation or restriction upon the ~~Party to be Indemnified determines to compromise~~ indemnified party, includes any obligations on the ~~matter, the Party to be Indemnified shall immediately advise the Indemnifying Party~~ part of the ~~terms and conditions of~~ indemnified party to take any future actions, or requires the ~~proposed settlement. If the Indemnifying Party agrees~~ indemnified party to ~~accept such proposal, the Party~~ admit or acknowledge to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation any fact or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereofevent, including any ~~and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement~~ violation of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlementlaw.

Appears in 1 contract

Samples: Merger Agreement (Hickok Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholder on the one hand, or Purchaser No. 1 and/or ~~Purchaxxx Xx~~Purchaser No. 02, as applicable, on the other xxxx, xxx xxxx xx ~~xxxxxxxxxx, xx xxx xxxxr hand, may have an obligation~~ xxxxxxxxxx to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, ~~negotiation~~ negotia-tion or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ~~ten~~ twenty (1020) days after the ~~party to be~~ party-to-be-indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the ~~party to be~~ party-to-be-indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. ~~In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third~~ The indemnifying party in respect of which Sellers/Shareholders/Members on the one hand, or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the ~~right~~right to a reasonable opportunity to defend the same at the indemnifying party's own expense and with counsel mutually acceptable to the indemnifying party and the party-to-be-indemnified, provided that the party-to-be-indemnified shall at ~~its option and expense,~~ all times also have the right to fully participate in the defense of such legal proceeding, claim or demand at the party-to-be-indemnified's expense. The indemnifying party shall at all times have the right to compromise or settle the legal proceeding, claim or demand to the extent such compromise or settlement involves monetary damages, and in such case the party entitled to indemnification shall agree with and consent to any such settlement or compromise, provided that the indemnifying party is responsible for all resulting settlement or compromise amounts. In no event, however, shall Seller be entitled to enter into a settlement or compromise of any such legal proceeding or claim which would result in a limitation on the continuation or operation of the Seller's MCO Business. If the indemnifying party shall, within twenty (20) days after receipt of notice of such claim, fail to undertake to compromise or defend any such asserted liability, the party-to-be-indemnified shall have the right, but not the obligation, to undertake the defense of, and to compromise and settle, the legal proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties ~~hereto~~ agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any ~~such~~ third party legal proceeding, claim or demand~~. (b) If the Party to be Indemnified is also~~ . In any event, the party ~~controlling~~ entitled to indemnification shall have the ~~defense, negotiation or settlement~~ right to participate in the defense of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matterasserted liability. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthplan Services Corp)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is ~~sought~~sought (the "Indemnifying Party"). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the "Party to be ~~indemnified~~ Indemnified") has received notification of such claim, but failure to notify the ~~indemnifying party~~ Indemnifying Party shall in no event prejudice the ~~right~~ rights of the ~~party~~ Party to be ~~indemnified~~ Indemnified under this Agreement, unless the ~~indemnifying party~~ Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ Seller No. 1 and/or Seller No. 2 on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the ~~party asserting such right to indemnity (the "~~Party to be ~~Indemnified")~~ Indemnified shall give or cause to be given to the ~~party from whom indemnity is sought (the "~~Indemnifying ~~Party")~~ Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The ~~parties hereto~~ Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 12.04 and ~~12.4~~ 12.05 hereunder, subject to the limitations set forth elsewhere in this Section 12. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, ~~negotiation~~ negotia-tion or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsi-bility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 12.04 or ~~12.4~~ 12.05 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such ~~party~~ Party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 12.04 or ~~12.4~~ 12.05 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 12.04 and ~~12.4~~ 12.05 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ 1. No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members on the one hand,~~ Seller or ~~Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand,~~ Buyer may have an obligation to indemnify ~~the other~~any other party (an "Indemnification Event"), the party asserting such right to indemnity ~~(the "Party to be Indemnified")~~ shall give ~~or cause to be given to~~ the party from whom indemnity is sought ~~(the "Indemnifying Party")~~ written notice thereof promptly, but in no event later than thirty (30) days from the date of receipt of such claim or demand, and the ~~Indemnifying Party~~ notified party or parties shall have the right, at its option and expense, to participate in the defense of such ~~proceeding~~proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the ~~Party~~ party asserting such right to ~~be Indemnified~~indemnity, unless the ~~Indemnifying Party~~ party from whom indemnity may be sought: a. irrevocably acknowledges in writing ~~full and~~ complete responsibility for and agrees to ~~provide indemnification~~ indemnify the party asserting such right to indemnity, and 7 b. furnishes evidence reasonably satisfactory to the party asserting such right to indemnity of the ~~Party~~ financial ability to ~~be Indemnified~~indemnify the party asserting such right to indemnity, in which case such ~~Indemnifying Party~~ indemnifying party may assume such control through counsel of its choice and at its expense~~. In~~ , but the ~~event~~ indemnified party shall continue to have the ~~Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party~~ right to be ~~Indemnified~~ represented, at its own expense, by counsel of its choice in connection with the ~~event the Party to be Indemnified decides to join in~~ defense of such ~~defense~~proceedings, claim or demand. 2. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. ~~(b) If the Party to be Indemnified is also~~ 3. The failure of the party ~~controlling~~ asserting the ~~defense, negotiation or settlement~~ right to indemnify to provide such notice within such thirty (30) day period shall not operate as a waiver of any ~~matter, and if the Party~~ right to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant indemnification except to the ~~terms~~ extent that the party from whom indemnification is sought is prejudiced or suffers substantial loss or incurs substantial expense by reason of ~~Sections 12.3~~ such delay. 4. Neither Buyer nor Seller shall make more than one (1) request per month for payment of any Liabilities under this Article VIII and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified neither Buyer nor Seller shall be ~~indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter~~required to make more than one (1) payment per month under this Article VIII. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cb Bancshares Inc/Hi)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ~~ten~~ twenty (1020) days after the ~~party to be~~ party-to-be-indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the ~~party to be~~ party-to-be-indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. ~~In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third~~ The indemnifying party in respect of which Sellers/Shareholders/Members on the one hand, or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the ~~right~~right to a reasonable opportunity to defend the same at the indemnifying party's own expense and with counsel mutually acceptable to the indemnifying party and the party-to-be-indemnified, provided that the party-to-be-indemnified shall at ~~its option and expense,~~ all times also have the right to fully participate in the defense of such legal proceeding, claim or demand at the party-to-be-indemnified's expense. The indemnifying party shall at all times have the right to compromise or settle the legal proceeding, claim or demand to the extent such compromise or settlement involves monetary damages, and in such case the party entitled to indemnification shall agree with and consent to any such settlement or compromise, provided that the indemnifying party is responsible for all resulting settlement or compromise amounts. In no event, however, shall Seller be entitled to enter into a settlement or compromise of any such legal proceeding or claim which would result in a limitation on the continuation or operation of the Business. If the indemnifying party shall, within twenty (20) days after receipt of notice of such claim, fail to undertake to compromise or defend any such asserted liability, the party-to-be-indemnified shall have the right, but not the obligation, to undertake the defense of, and to compromise and settle, the legal proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties ~~hereto~~ agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any ~~such~~ third party legal proceeding, claim or demand~~. (b) If the Party to be Indemnified is also~~ . In any event, the party ~~controlling~~ entitled to indemnification shall have the ~~defense, negotiation or settlement~~ right to participate in the defense of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matterasserted liability. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthplan Services Corp)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholders on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsibility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ Seller and Shareholders on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice ~~thereof and the~~ thereof. The Indemnifying Party ~~shall have the right~~may elect, ~~at its option and expense, to participate in the defense~~ within thirty (30) days after receipt of such ~~proceeding~~notice, or five (5) days before the return date required by any citation, claim or ~~demand~~other statute, ~~but not~~ whichever occurs earlier, to ~~control~~ contest or defend against such claim at the ~~defense~~Indemnifying Party's expense, ~~negotiation or settlement thereof, which control~~ and shall ~~at all times rest~~ give written notice to the Party to be Indemnified of the commencement of such defense with reasonable promptness after giving of the written notice of the claim by the Party to be Indemnified~~, unless~~ . The Party to be Indemnified shall be entitled to participate with the Indemnifying Party ~~irrevocably acknowledges~~ in ~~writing full~~ such event (at the cost and ~~complete responsibility for and agrees to provide indemnification~~ expense of the Party to be Indemnified) but shall not be entitled in any way to release, ~~in which case~~ waive, settle, modify, or pay such claim without the consent of the Indemnifying Party ~~may assume~~ if the Indemnifying Party has assumed such ~~control through counsel~~ defense. In the event that the Party to be Indemnified determines to settle any such claim without such prior consent of the Indemnifying Party, the Indemnifying Party shall have no further indemnification obligations under this Section 12 with respect to such claim. In the event that the Indemnifying Party does not elect to contest, defend, settle or pay the claim as provided above, the Party to be Indemnified shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its ~~choice~~ sole discretion and at pursue its ~~expense~~rights under this Agreement. In the event the Indemnifying Party ~~assumes control of~~ shall assume the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall cooperate in the defense of such action and the records of each shall be ~~responsible for all amounts in excess of~~ available to the ~~original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party~~ other with respect to ~~be Indemnified in connection with~~ such defense~~, negotiation or settlement~~.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ 1. No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members on the one hand,~~ Seller or ~~Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand,~~ Buyer may have an obligation to indemnify ~~the other~~any other party (an "Indemnification Event"), the party asserting such right to indemnity ~~(the "Party to be Indemnified")~~ shall give ~~or cause to be given to~~ the party from whom indemnity is sought ~~(the "Indemnifying Party")~~ written notice thereof promptly, but in no event later than thirty (30) days from the date of receipt of such claim or demand, and the ~~Indemnifying Party~~ notified party or parties shall have the right, at its option and expense, to participate in the defense of such ~~proceeding~~proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the ~~Party~~ party asserting such right to ~~be Indemnified~~indemnity, unless the ~~Indemnifying Party~~ party from whom indemnity may be sought: a. irrevocably acknowledges in writing ~~full and~~ complete responsibility for and agrees to ~~provide indemnification~~ indemnify the party asserting such right to indemnity, and b. furnishes evidence reasonably satisfactory to the party asserting such right to indemnity of the ~~Party~~ financial ability to ~~be Indemnified~~indemnify the party asserting such right to indemnity, in which case such ~~Indemnifying Party~~ indemnifying party may assume such control through counsel of its choice and at its expense~~. In~~ , but the ~~event~~ indemnified party shall continue to have the ~~Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party~~ right to be ~~Indemnified~~ represented, at its own expense, by counsel of its choice in connection with the ~~event the Party to be Indemnified decides to join in~~ defense of such ~~defense~~proceedings, claim or demand. 2. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. ~~(b) If the Party to be Indemnified is also~~ 3. The failure of the party ~~controlling~~ asserting the ~~defense, negotiation or settlement~~ right to indemnify to provide such notice within such thirty (30) day period shall not operate as a waiver of any ~~matter, and if the Party~~ right to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant indemnification except to the ~~terms~~ extent that the party from whom indemnification is sought is prejudiced or suffers substantial loss or incurs substantial expense by reason of ~~Sections 12.3~~ such delay. 4. Neither Buyer nor Seller shall make more than one (1) request per month for payment of any Liabilities under this Article VIII and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified neither Buyer nor Seller shall be ~~indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter~~required to make more than one (1) payment per month under this Article VIII. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cb Bancshares Inc/Hi)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification ~~shall~~ will arise until notice thereof is given to the ~~party from whom indemnity is sought~~Buyer (the "Indemnitor"). Such notice shall be sent within ~~ten~~ a reasonable time following the determination by the Seller (10the "Claimant") ~~days after~~ that a claim for indemnity exists. a. Promptly upon receipt by the ~~party to be indemnified has received notification~~ Claimant of ~~such claim, but failure to notify the indemnifying party shall in no event prejudice the right~~ notice of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party Claim in respect of which ~~Sellers/Shareholders/Members on~~ the ~~one hand, or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand, may have an obligation~~ Claimant proposes to ~~indemnify~~ demand indemnification from the ~~other~~Indemnitor, the ~~party asserting such right to indemnity (the "Party to be Indemnified")~~ Claimant shall give ~~or cause~~ notice to ~~be given~~ that effect to the ~~party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party~~ Indemnitor with reasonable promptness. b. The Indemnitor shall have the ~~right, at its option and expense,~~ right by notice to ~~participate in~~ the ~~defense of such proceeding, claim or demand, but~~ Claimant not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification later than 30 clear days after receipt of the ~~Party~~ notice described in subsection II.a. of this certificate and indemnity to ~~be Indemnified, in which case such Indemnifying Party may~~ assume ~~such control through counsel of its choice and at its expense. In~~ the ~~event the Indemnifying Party assumes~~ control of the ~~defense~~defence, compromise or settlement of the third party claim, provided that: I. such assumption shall, by its terms, be without cost to the Claimant; and II. no third party Claim shall be compromised or settled without the prior written consent of the Claimant if such settlement or compromise could reasonably be anticipated to have an adverse effect on the Business, and the Claimant hereby covenants and agrees not to unreasonably withhold or delay any such consent. c. Upon the assumption of control by the Indemnitor, as aforesaid, the ~~Indemnifying Party~~ Indemnitor shall, at their expense, diligently proceed with the defence, compromise or settlement of the third party Claim at Indemnitor' sole expense, including employment of counsel reasonably satisfactory to the Claimant and, in connection therewith, the Claimant shall ~~not be responsible~~ co-operate fully to make available to the Indemnitor all pertinent information and witnesses under the Claimant's control, make such assignments and take such other steps as in the opinion of counsel for the ~~legal costs~~ Indemnitor are necessary to enable the Indemnitor to conduct such defence. d. Subject to the foregoing provisions of this certificate and ~~expenses of~~ indemnity, the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement final determination of any such third party ~~legal proceeding~~Claim, ~~claim~~ including all related costs and expenses, will be binding and conclusive upon the parties hereto and the Seller as to the validity or ~~demand~~invalidity, as the case may be, of such third party Claim against the Indemnitor hereunder. ~~(b)~~ e. Should the Indemnitor fail to give notice to the Claimant as provided in subsection II.b., the Claimant shall be entitled to make such settlement of the third party Claim as in its discretion may appear advisable, and such settlement or any other final determination of the third party Claim shall be binding upon the Indemnitor. f. If the ~~Party~~ Claimant fails to ~~be Indemnified is also the party controlling the defense, negotiation~~ respond to a request for its consent or unreasonably refuses to consent to a compromise or settlement of ~~any matter, and if~~ a particular Claim negotiated by the ~~Party to be Indemnified determines to compromise the matter~~Indemnitor in respect of which consent is required, the ~~Party~~ Indemnitor may pay to ~~be Indemnified shall immediately advise~~ the ~~Indemnifying Party of~~ Claimant an amount necessary to indemnify the Claimant pursuant to this certificate and indemnity as though the matter had been settled or compromised upon the terms ~~and conditions of~~ negotiated by the ~~proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter,~~ Indemnitor and the ~~Indemnifying Party~~ Claimant shall ~~immediately indemnify the Party to be Indemnified pursuant~~ deliver to the ~~terms~~ Indemnitor a full and final release in respect of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified all amounts claimed in ~~the entirety for any liability arising out of the ultimate defenses, negotiation or settlement~~ respect of such ~~matter~~Claim. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Purchase Agreement (American Bankers Insurance Group Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification ~~shall~~ will arise until notice thereof is given to the ~~party from whom indemnity is sought~~Vendors or the Purchaser, as the case may be. Such notice shall be sent within ~~ten (10) days after~~ a reasonable time following the ~~party to be indemnified has received notification of such claim~~determination by the Purchaser or the Vendors, ~~but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement~~as applicable, ~~unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice~~that a claim for indemnity exists. ~~In the event that~~ If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third ~~party~~ Person in respect of which ~~Sellers/Shareholders/Members on~~ the ~~one hand~~Vendors or the Purchaser, ~~or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand~~as applicable, may have an obligation to indemnify the ~~other~~Purchaser, or the Vendors, as the case may be, the ~~party asserting such right to indemnity (~~Purchaser or the ~~"Party to be Indemnified")~~ Vendors, as the case may be, shall give or cause to be given to the ~~party from whom indemnity is sought (~~Vendors or the ~~"Indemnifying Party")~~ Purchaser, as the case may be, written notice thereof and ~~the Indemnifying~~ such Party shall have the right, at its option and expense, to ~~participate in~~ be present at the ~~defense~~ defence of such ~~proceeding~~proceedings, claim or demand, but not to control the ~~defense~~defence, negotiation or settlement thereof, which control shall at all times rest with the ~~Party to be Indemnified~~Purchaser or the Vendors, as the case may be, unless the ~~Indemnifying Party~~ Vendors or the Purchaser, as the case may be, irrevocably acknowledges ~~in writing~~ full and complete responsibility for ~~and agrees to provide~~ indemnification of the ~~Party to be Indemnified~~Purchaser or the Vendors, as the case may be, in which case ~~such Indemnifying Party~~ the Vendors or the Purchaser, as the case may be, may assume such control through counsel of its choice ~~and at its expense. In~~ provided however that no settlement shall be entered into without the ~~event~~ Purchaser's written consent or the ~~Indemnifying Party assumes control of~~ Vendor's written consent, as the ~~defense~~case may be, ~~the Indemnifying Party~~ which shall not be ~~responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense~~unreasonably withheld. The ~~parties hereto agree to cooperate~~ Parties shall co-operate fully with each other in connection with the ~~defense~~defence, negotiation or settlement of any such third ~~party~~ Person legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Share Purchase Agreement (Aviation Group Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is ~~sought~~sought (the "Indemnifying Party"). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the "Party to be ~~indemnified~~ Indemnified") has received notification of such claim, but failure to notify the ~~indemnifying party~~ Indemnifying Party shall in no event prejudice the ~~right~~ rights of the ~~party~~ Party to be ~~indemnified~~ Indemnified under this Agreement, unless the ~~indemnifying party~~ Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ Sellers on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the ~~party asserting such right to indemnity (the "~~Party to be ~~Indemnified")~~ Indemnified shall give or cause to be given to the ~~party from whom indemnity is sought (the "~~Indemnifying ~~Party")~~ Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The ~~parties hereto~~ Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.04 and ~~12.4~~ 11.05 hereunder, subject to the limitations set forth elsewhere in this Section 11. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, ~~negotiation~~ negotia-tion or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsi-bility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.04 or ~~12.4~~ 11.05 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such ~~party~~ Party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 11.04 or ~~12.4~~ 11.05 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 11.04 and ~~12.4~~ 11.05 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is ~~sought~~sought (the "Indemnifying Party"). Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the ~~indemnifying party~~ Indemnifying Party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the ~~indemnifying party~~ Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of to which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholder on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event a third party asserts a claim due to a repeat service call, the Indemnifying Party shall have the option of responding to such claim prior to the Party to Indemnified responding to such claim. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.3 and ~~12.4~~ 10.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, and negotiation or of the settlement thereof, at ~~that~~ the Indemnifying Party's expense. ~~Thereafter, the~~ The Party to be Indemnified shall be indemnified in the entirety for any ~~liability~~ liabilities arising out of the ultimate ~~defenses~~defense, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsibility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.3 or ~~12.4~~ 10.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 10.3 or ~~12.4~~ 10.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 10.3 and ~~12.4~~ 10.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement. Notwithstanding anything contained herein to the contrary, the sole remedy available to either party for a breach by the other party of any representation, warranty, covenant or agreement contained herein shall be to exercise its rights under this Section 10, subject, however, to the procedures and limitations set forth in this Section 10.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification ~~shall~~ will arise until notice thereof is given to T24 or Travelbyus , as the ~~party from whom indemnity is sought~~case may be. Such notice shall be sent within ~~ten (10) days after~~ a reasonable time following the ~~party to be indemnified has received notification of such claim~~determination by Travelbyus or T24, ~~but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement~~as applicable, ~~unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice~~that a claim for indemnity exists. ~~In the event that~~ If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third ~~party~~ Person in respect of which ~~Sellers/Shareholders/Members on the one hand~~T24 or Travelbyus , ~~or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand~~as applicable, may have an obligation to indemnify Travelbyus , or T24, as the ~~other~~case may be, Travelbyus or T24, as the ~~party asserting such right to indemnity (the "Party to be Indemnified")~~ case may be, shall give or cause to be given to T24 or Travelbyus , as the ~~party from whom indemnity is sought (the "Indemnifying Party")~~ case may be, written notice thereof and ~~the Indemnifying~~ such Party shall have the right, at its option and expense, to ~~participate in~~ be present at the ~~defense~~ defence of such ~~proceeding~~proceedings, claim or demand, but not to control the ~~defense~~defence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or T24, as the ~~Party to be Indemnified~~case may be, unless T24 or Travelbyus , as the ~~Indemnifying Party~~ case may be, irrevocably acknowledges ~~in writing~~ full and complete responsibility for ~~and agrees to provide~~ indemnification of Travelbyus or T24, as the ~~Party to be Indemnified~~case may be, in which case ~~such Indemnifying Party~~ T24 or Travelbyus , as the case may be, may assume such control through counsel of its choice ~~and at its expense. In~~ provided however that no settlement shall be entered into without Travelbyus 's written consent or the ~~event~~ Vendor's written consent, as the ~~Indemnifying Party assumes control of the defense~~case may be, ~~the Indemnifying Party~~ which shall not be ~~responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense~~unreasonably withheld. The ~~parties hereto agree to cooperate~~ Parties shall co-operate fully with each other in connection with the ~~defense~~defence, negotiation or settlement of any such third ~~party~~ Person legal proceeding, claim or ~~demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement~~ demand by reason of ~~any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party~~ a breach of the ~~terms and conditions~~ provisions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such mattersection 11.2. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Share Exchange Agreement (Aviation Group Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Member on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.3 and ~~12.4~~ 10.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, ~~negotiation~~ negotia-tion or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.3 or ~~12.4~~ 10.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 10.3 or ~~12.4~~ 10.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 10.3 and ~~12.4~~ 10.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification shall arise until notice thereof is given to the ~~party from whom indemnity is sought~~Sellers or Travelbyus, as the case may be. Such notice shall be sent within ~~ten (10) days after~~ a reasonable time following the ~~party to be indemnified has received notification of such claim~~determination by Travelbyus or the Sellers, ~~but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement~~as applicable, ~~unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice~~that a claim for indemnity exists. ~~In the event that~~ If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third ~~party~~ Person in respect of which ~~Sellers/Shareholders/Members on~~ the ~~one hand~~Sellers or Travelbyus, ~~or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand~~as applicable, may have an obligation to indemnify Travelbyus or the ~~other~~Sellers, as the ~~party asserting such right to indemnity (~~case may be, Travelbyus or the ~~"Party to be Indemnified")~~ Sellers, as the case may be, shall give or cause to be given to the ~~party from whom indemnity is sought (~~Sellers or Travelbyus, as the ~~"Indemnifying Party")~~ case may be, written notice thereof and ~~the Indemnifying~~ such Party shall have the right, at its option and expense, to ~~participate in~~ be present at the ~~defense~~ defence of such ~~proceeding~~proceedings, claim or demand, but not to control the ~~defense~~defence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or the ~~Party to be Indemnified~~Sellers, as the case may be, unless the ~~Indemnifying Party~~ Sellers or Travelbyus, as the case may be, irrevocably acknowledges ~~in writing~~ full and complete responsibility for ~~and agrees to provide~~ indemnification of Travelbyus or the ~~Party to be Indemnified~~Sellers, as the case may be, in which case ~~such Indemnifying Party~~ the Sellers or Travelbyus, as the case may be, may assume such control through counsel of ~~its~~ their respective choice ~~and at its expense. In~~ provided however that no settlement shall be entered into without Travelbyus' written consent or the ~~event~~ Sellers' written consent, as the ~~Indemnifying Party assumes control of the defense~~case may be, ~~the Indemnifying Party~~ which shall not be ~~responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense~~unreasonably withheld. The ~~parties hereto agree to cooperate~~ Parties shall co-operate fully with each other in connection with the ~~defense~~defence, negotiation or settlement of any such third ~~party~~ Person legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Acquisition Agreement (Aviation Group Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ CSI Shareholders on the one hand, or ~~Purchaser No. 1 and/or Purchaxxx Xx. 0~~Subsidiary or Xxxxxxx, ~~xx xxxxxxxxxx~~as applicable, ~~xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the E -125 Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.4 and ~~12.4~~ 10.5 hereunder, subject to the limitations set forth elsewhere in this Section 10. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsibility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 10.4 or ~~12.4~~ 10.5 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 10.4 or ~~12.4~~ 10.5 hereof, including any and all expenses E -126 incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 10.4 and ~~12.4~~ 10.5 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholders on the one hand, or Purchaser No. 1 and/or ~~Purchaxxx~~ Purchaser Xx. 0, xx xxxxxxxxxx, xx xxx ~~xxxxr~~ xxxer hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereunder. If the Party to be Indemnified does not agree within E55 fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Credit Facilities Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is ~~sought~~sought (the "Indemnifying Party"). Such notice shall be sent to the Indemnifying Party within ten (10) days after the party asserting such right to indemnity (the "Party to be ~~indemnified~~ Indemnified") has received notification of such claim, but failure to notify the ~~indemnifying party~~ Indemnifying Party shall in no event prejudice the ~~right~~ rights of the ~~party~~ Party to be ~~indemnified~~ Indemnified under this Agreement, unless the ~~indemnifying party~~ Indemnifying Party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers/Shareholders/Members~~ Sellers on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the ~~party asserting such right to indemnity (the "~~Party to be ~~Indemnified")~~ Indemnified shall give or cause to be given to the ~~party from whom indemnity is sought (the "~~Indemnifying ~~Party")~~ Party written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The ~~parties hereto~~ Parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be ~~Indemnified~~ indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be ~~Indemnified~~ indemnified pursuant to the terms of Sections ~~12.3~~ 12.04 and ~~12.4~~ 12.05 hereunder, subject to the limitations set forth elsewhere in this Section 11. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsibility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be ~~Indemnified~~ indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be ~~Indemnified~~ indemnified pursuant to the terms of Sections ~~12.3~~ 12.04 or ~~12.4~~ 12.05 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such ~~party~~ Party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 12.04 or ~~12.4~~ 12.05 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 12.04 and ~~12.4~~ 12.05 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholders on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the E102 terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Credit Facilities Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. (a) No claim for indemnification shall arise until notice thereof is given to the party from whom indemnity is sought. Such notice shall be sent within ten (10) days after the party to be indemnified has received notification of such claim, but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement, unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice. In the event that any legal proceeding shall be instituted or any claim or demand is asserted by any third party in respect of which ~~Sellers~~Seller/~~Shareholders/Members~~ Shareholders on the one hand, or Purchaser ~~No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr~~ on the other hand, may have an obligation to indemnify the other, the party asserting such right to indemnity (the "Party to be Indemnified") shall give or cause to be given to the party from whom indemnity is sought (the "Indemnifying Party") written notice thereof and the Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party to be Indemnified, unless the Indemnifying Party irrevocably acknowledges in writing full and complete responsibility for and agrees to provide indemnification of the Party to be Indemnified, in which case such Indemnifying Party may assume such control through counsel of its choice and at its expense. In the event the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed ~~settlement~~settlement and irrevocably acknowledge in writing full and complete responsibility for, and agree to provide, indemnification of the Party to be Indemnified. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections ~~12.3~~ 11.3 or ~~12.4~~ 11.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such ~~matter up to the maximum of the original proposed settlement~~matter. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections ~~12.3~~ 11.3 and ~~12.4~~ 11.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification shall arise until notice thereof is given to the ~~party from whom indemnity is sought~~Seller or Travelbyus, as the case may be. Such notice shall be sent within ~~ten (10) days after~~ a reasonable time following the ~~party to be indemnified has received notification of such claim~~determination by Travelbyus or the Seller, ~~but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement~~as applicable, ~~unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice~~that a claim for indemnity exists. ~~In the event that~~ If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third ~~party~~ Person in respect of which ~~Sellers/Shareholders/Members on~~ the ~~one hand~~Seller or Travelbyus, ~~or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand~~as applicable, may have an obligation to indemnify Travelbyus or the ~~other~~Seller, as the ~~party asserting such right to indemnity (~~case may be, Travelbyus or the ~~"Party to be Indemnified")~~ Seller, as the case may be, shall give or cause to be given to the ~~party from whom indemnity is sought (~~Seller or Travelbyus, as the ~~"Indemnifying Party")~~ case may be, written notice thereof and ~~the Indemnifying~~ such Party shall have the right, at its option and expense, to ~~participate in~~ be present at the ~~defense~~ defence of such ~~proceeding~~proceedings, claim or demand, but not to control the ~~defense~~defence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or the ~~Party to be Indemnified~~Seller, as the case may be, unless the ~~Indemnifying Party~~ Seller or Travelbyus, as the case may be, irrevocably ~~acknowledges in writing~~ acknowledge full and complete responsibility for ~~and agrees to provide~~ indemnification of Travelbyus or the ~~Party to be Indemnified~~Seller, as the case may be, in which case ~~such Indemnifying Party~~ the Seller or Travelbyus, as the case may be, may assume such control through counsel of ~~its~~ their respective choice ~~and at its expense. In~~ provided however that no settlement shall be entered into without Travelbyus' written consent or the ~~event~~ Seller's written consent, as the ~~Indemnifying Party assumes control of the defense~~case may be, ~~the Indemnifying Party~~ which shall not be ~~responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense~~unreasonably withheld. The ~~parties hereto agree to cooperate~~ Parties shall co-operate fully with each other in connection with the ~~defense~~defence, negotiation or settlement of any such third ~~party~~ Person legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Acquisition Agreement (Aviation Group Inc)

Notification of and Participation in Claims. ~~(a)~~ No claim for indemnification ~~shall~~ will arise until notice thereof is given to the ~~party from whom indemnity is sought~~CSA Stockholders or Travelbyus, as the case may be. Such notice shall be sent within ~~ten (10) days after~~ a reasonable time following the ~~party to be indemnified has received notification of such claim~~determination by Travelbyus or the CSA Stockholders, ~~but failure to notify the indemnifying party shall in no event prejudice the right of the party to be indemnified under this Agreement~~as applicable, ~~unless the indemnifying party shall be prejudiced by such failure and then only to the extent of such prejudice~~that a claim for indemnity exists. ~~In the event that~~ If any legal ~~proceeding~~ proceedings shall be instituted or any claim or demand is asserted by any third ~~party~~ Person in respect of which ~~Sellers/Shareholders/Members on~~ the ~~one hand~~CSA Stockholders or Travelbyus, ~~or Purchaser No. 1 and/or Purchaxxx Xx. 0, xx xxxxxxxxxx, xx xxx xxxxr hand~~as applicable, may have an obligation to indemnify Travelbyus or the ~~other~~CSA Stockholders, as the ~~party asserting such right to indemnity (~~case may be, Travelbyus or the ~~"Party to be Indemnified")~~ CSA Stockholders, as the case may be, shall give or cause to be given to the ~~party from whom indemnity is sought (~~CSA Stockholders or Travelbyus, as the ~~"Indemnifying Party")~~ case may be, written notice thereof and ~~the Indemnifying~~ such Party shall have the right, at its option and expense, to ~~participate in~~ be present at the ~~defense~~ defence of such ~~proceeding~~proceedings, claim or demand, but not to control the ~~defense~~defence, negotiation or settlement thereof, which control shall at all times rest with Travelbyus or the ~~Party to be Indemnified~~CSA Stockholders, as the case may be, unless the ~~Indemnifying Party~~ CSA Stockholders or Travelbyus, as the case may be, irrevocably acknowledges ~~in writing~~ full and complete responsibility for ~~and agrees to provide~~ indemnification of Travelbyus or the ~~Party to be Indemnified~~CSA Stockholders, as the case may be, in which case ~~such Indemnifying Party~~ the CSA Stockholders or Travelbyus, as the case may be, may assume such control through counsel of its choice ~~and at its expense. In~~ provided however that no settlement shall be entered into without Travelbyus' written consent or the ~~event~~ CSA Stockholders' written consent, as the ~~Indemnifying Party assumes control of the defense~~case may be, ~~the Indemnifying Party~~ which shall not be ~~responsible for the legal costs and expenses of the Party to be Indemnified in the event the Party to be Indemnified decides to join in such defense~~unreasonably withheld. The ~~parties hereto agree to cooperate~~ Parties shall co- operate fully with each other in connection with the ~~defense~~defence, negotiation or settlement of any such third ~~party~~ Person legal proceeding, claim or demand. (b) If the Party to be Indemnified is also the party controlling the defense, negotiation or settlement of any matter, and if the Party to be Indemnified determines to compromise the matter, the Party to be Indemnified shall immediately advise the Indemnifying Party of the terms and conditions of the proposed settlement. If the Indemnifying Party agrees to accept such proposal, the Party to be Indemnified shall proceed to conclude the settlement of the matter, and the Indemnifying Party shall immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder. If the Indemnifying Party does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Indemnifying Party shall immediately assume control of the defense, negotiation or settlement thereof, at that Indemnifying Party's expense. Thereafter, the Party to be Indemnified shall be indemnified in the entirety for any liability arising out of the ultimate defenses, negotiation or settlement of such matter. (c) If the Indemnifying Party is the party controlling the defense, negotiation or settlement of any matter, and the Indemnifying Party determines to compromise the matter, the Indemnifying Party shall immediately advise the Party to be Indemnified of the terms and conditions of the proposed settlement. If the Party to be Indemnified agrees to accept such proposal, the Indemnifying Party shall proceed to conclude the settlement of the matter and immediately indemnify the Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4 hereunder. If the Party to be Indemnified does not agree within fourteen (14) days to accept the settlement (said 14-day period to begin on the first business day following the date such party receives a complete copy of the settlement proposal), the Party to be Indemnified shall immediately assume control of the defense, negotiation or settlement thereof, at the Party to be Indemnified's expense. If the final amount paid to resolve the claim is less than the amount of the original proposed settlement made by the Indemnifying Party, then the Party to be Indemnified shall receive such indemnification pursuant to Sections 12.3 or 12.4 hereof, including any and all expenses incurred by the Party to be Indemnified incurred in connection with the defense, negotiation or settlement of such matter up to the maximum of the original proposed settlement. If the amount finally paid to resolve the claim is equal to or greater than the amount of the original proposed settlement proposed by the Indemnifying Party, then the Indemnifying Party shall provide indemnification pursuant to Sections 12.3 and 12.4 for the amount of the original settlement proposal submitted by the Indemnifying Party, and the Party to be Indemnified shall be responsible for all amounts in excess of the original settlement proposal submitted by the Indemnifying Party and all costs and expenses incurred by the Party to be Indemnified in connection with such defense, negotiation or settlement.

Appears in 1 contract

Samples: Merger Agreement (Aviation Group Inc)

Common use of Notification of and Participation in Claims Clause in Contracts