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

Notification of and Participation in Claims. No Claim will arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR ) from whom indemnity is sought. Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT ) that a Claim for indemnity exists. In the event that any legal proceedings shall be instituted or any Claim or demand is asserted by any third party in respect of which the Indemnitor may have an obligation to indemnify the Claimant, the Claimant shall give or cause to be given to the Indemnitor written notice thereof and the Indemnitor shall have the right, at its option and expense, to be present at the defense of such proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Claimant, unless the Indemnitor irrevocably acknowledges full and complete responsibility for indemnification of Claimant, in which case the Indemnitor may assume such control through counsel of its choice, provided however, that no settlement shall be entered into without the Claimant's written consent (which shall not be unreasonably withheld). 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.

Notification of and Participation in Claims. No Claim will arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR Indemnitor ) from whom indemnity is sought. Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT Claimant ) that a Claim for indemnity exists. In the event that any legal proceedings shall be instituted or any Claim or demand is asserted by any third party in respect of which the Indemnitor may have an obligation to indemnify the Claimant, the Claimant shall give or cause to be given to the Indemnitor written notice thereof and the Indemnitor shall have the right, at its option and expense, to be present at the defense of such proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Claimant, unless the Indemnitor irrevocably acknowledges full and complete responsibility for indemnification of Claimant, in which case the Indemnitor may assume such control through counsel of its choice, provided however, that no settlement shall be entered into without the Claimant's written consent (which shall not be unreasonably withheld). 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.

Notification of and Participation in Claims. No Claim claim for indemnification will arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR ) from whom indemnity is sought. Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT ) that a Claim for indemnity exists. In the event that any legal proceedings shall be instituted or any Claim claim or demand is be asserted by any third party in respect of which Seller or either Shareholder on the Indemnitor one hand, or Buyer on the other hand, may have an obligation to indemnify the Claimantother(s), the Claimant party asserting such right to indemnity shall give or cause to be given to the Indemnitor party from whom indemnity may be sought written notice thereof thereof, and the Indemnitor such party shall have the right, at its option and expense, to be present at the defense of such proceedingsproceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Claimantparty asserting such right to indemnity, unless the Indemnitor party from whom indemnity may be sought irrevocably acknowledges full and complete responsibility for indemnification of Claimantthe party asserting such right to indemnity, in which case the Indemnitor such party may assume such control through counsel of its choice, provided however, that no settlement shall be entered into without the Claimant's written consent (which shall not be unreasonably withheld). 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.

Notification of and Participation in Claims. No Claim claim for indemnification will arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR ) from whom indemnity is sought. Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT ) that a Claim for indemnity exists. In the event that any legal proceedings shall be instituted or any Claim claim or demand is be asserted by any third party in respect of which Shareholders on the Indemnitor one hand, or Chart or Merger Sub on the other hand, may have an obligation to indemnify the Claimantother, the Claimant party asserting such right to indemnity shall give or cause to be given to the Indemnitor party from whom indemnity may be sought written notice thereof thereof, and the Indemnitor such party shall have the right, at its option and expense, to be present at the defense of such proceedingsproceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Claimantparty asserting such right to indemnity, unless the Indemnitor party from whom indemnity may be sought irrevocably acknowledges full and complete responsibility for indemnification of Claimantthe party asserting such right to indemnity, in which case the Indemnitor such party may assume such control through counsel of its choice, provided however, that no settlement shall be entered into without the Claimant's written consent (which shall not be unreasonably withheld). 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.

Notification of and Participation in Claims. No Claim claim for indemnification will arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR “Indemnitor”) from whom indemnity is sought. Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT “Claimant”) that a Claim claim for indemnity exists. In the event that any legal proceedings shall be instituted or any Claim claim or demand is asserted by any third party in respect of which the Indemnitor may have an obligation to indemnify the Claimant, the Claimant shall give or cause to be given to the Indemnitor written notice thereof and the Indemnitor such party shall have the right, at its option and expense, to be present at the defense defence of such proceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with the Claimant, unless the Indemnitor irrevocably acknowledges full and complete responsibility for indemnification of ClaimantClaimant and, in the case of Taxes, makes any payment required under applicable Tax legislation to dispute such Taxes, in which case the Indemnitor may assume such control through counsel of its choice, provided provided, however, that no settlement shall be entered into without the Claimant's ’s written consent (which shall not be unreasonably withheld). The parties hereto agree to cooperate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party legal proceeding, claim or demand.

Notification of and Participation in Claims. No Claim claim for indemnification will arise until ------------------------------------------- notice thereof is given by the party seeking indemnification (the "Indemnified Party") to the party Vendors or the Purchaser, as the case may be (the INDEMNITOR ) from whom indemnity is sought"Indemnifying Party"). Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT ) Indemnified Party that a Claim claim for indemnity exists. In the event that If any legal proceedings shall be instituted or any Claim claim or demand is asserted by any third party Person in respect of which the Indemnitor Indemnifying Party may have an obligation to indemnify the Claimantindemnify, the Claimant Indemnified Party shall give or cause to be given to the Indemnitor Indemnifying Party written notice thereof and the Indemnitor such Party shall have the right, at its option and expense, to be present at the defense defence of such proceedings, claim or demand, but not to control the defensedefence, negotiation or settlement thereof, which control shall at all times rest with the ClaimantIndemnified Party, unless the Indemnitor Indemnifying Party irrevocably acknowledges full and complete responsibility for indemnification of Claimantthe Indemnified Party, in which case the Indemnitor Indemnifying Party may assume such control through counsel of its choice, choice provided however, however that no settlement shall be entered into without the Claimant's written consent (of the Indemnified Party, which consent shall not be unreasonably withheld). The parties hereto agree to cooperate Parties shall co-operate fully with each other in connection with the defensedefence, negotiation or settlement of any such third party Person legal proceeding, claim or demand.

Notification of and Participation in Claims. 1. No Claim will claim for indemnification shall arise until ------------------------------------------- notice thereof is given to the party (the INDEMNITOR ) from whom indemnity is sought. Such notice shall be sent within a reasonable time following the determination by a party (the CLAIMANT ) that a Claim for indemnity exists. In the event that If any legal proceedings shall be instituted or any Claim claim or demand is asserted by any third party in respect of which the Indemnitor Seller or Buyer may have an obligation to indemnify the Claimantany other party (an "Indemnification Event"), the Claimant party asserting such right to indemnity shall give or cause to be given to the Indemnitor party from whom indemnity is sought 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 Indemnitor notified party or parties shall have the right, at its option and expense, to be present at participate in the defense of such proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Claimantparty asserting such right to indemnity, unless the Indemnitor party from whom indemnity may be sought: a. irrevocably acknowledges full and in writing complete responsibility for indemnification of Claimantand agrees to indemnify the party asserting such right to indemnity, in which case the Indemnitor may assume such control through counsel of its choice, provided however, that no settlement shall be entered into without the Claimant's written consent (which shall not be unreasonably withheld). 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.and