Common use of Procedure and Payment Clause in Contracts

Procedure and Payment. If, after the Closing Date either Seller or Purchaser (the "INDEMNITEE") shall receive notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee has been indemnified against under this Article 8 by the other party hereto (the "INDEMNITOR"), or if such Indemnitee wishes to assert the existence of any other matter as to which the Indemnitee has been indemnified under this Article 8, Indemnitee shall promptly notify Indemnitor in writing with respect thereto, which notice shall state the facts upon which the Indemnitee makes such claim for indemnification, together with reasonable documentation of such claim (the "NOTICE OF CLAIM"). Such notice shall be given within ninety (90) days of the date upon which the Indemnitee becomes aware of the Claim, provided that no failure by an Indemnitee in giving such Notice of Claim shall reduce or otherwise affect the obligation of the Indemnitor to indemnify the Indemnitee with respect thereto, except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnitee's failure or delay to give such notice. Indemnitor shall have the right to defend against any such third- party claim provided (i) Indemnitor shall, within ten (10) days after the giving of such Notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefor, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously

Procedure and Payment. If, If after the Closing Date either Seller or Purchaser (the "INDEMNITEE") Purchasers shall become aware of a loss, damage or claim or shall receive notice of any third-a third party claim or alleged third-third party claim asserting the existence of any matter of a the nature as to which the Indemnitee has been indemnified against under this Article 8 VIII by the other party hereto (( the "INDEMNITORIndemnitor"), or if such Indemnitee wishes to assert the existence of any other matter as to which the Indemnitee has been indemnified under this Article 8, Indemnitee shall promptly notify Indemnitor in writing with respect thereto. In the event of any such third party claim, which notice shall state the facts upon which the Indemnitee makes such claim for indemnification, together with reasonable documentation of such claim (the "NOTICE OF CLAIM"). Such notice shall be given within ninety (90) days of the date upon which the Indemnitee becomes aware of the Claim, provided that no failure by an Indemnitee in giving such Notice of Claim shall reduce or otherwise affect the obligation of the Indemnitor to indemnify the Indemnitee with respect thereto, except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnitee's failure or delay to give such notice. Indemnitor shall have the right to defend against any such third- party claim with counsel reasonably satisfactory to Indemnitee, provided (i) Indemnitor shall, within ten (10) days after the giving of such Notice notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefor, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuouslycontinuously maintained in good faith by Indemnitor. In such event the defense may, if necessary, be maintained in the name of Indemnitee. Indemnitee may, if it so elects and at its expense, designate its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor shall not permit any lien or execution to attach to any of the assets of the Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event, Indemnitor is obligated to keep Indemnitee fully advised as to the status of such defense. If Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Indemnitee of its election to defend such claim within the time as prescribed herein, or after having so elected to defend such claim shall fail to institute and maintain such defense in accordance with the foregoing, then Indemnitee shall defend such claim and Indemnitor shall reimburse Indemnitee for the costs of such defense upon demand therefore, which demand shall include a copy of the legal bills and other costs. Such reimbursement shall be made within ten (10) days of demand therefore. If such defense shall be unsuccessful then the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from Indemnitee requesting Indemnitor to do so. Indemnitor shall not be entitled to settle any such claim without the consent of Indemnitee.

Procedure and Payment. If, after the Closing Date Date, either Seller the Company Shareholders, on the one hand, or Purchaser the Acquiror Indemnified Parties, on the other hand, (the "INDEMNITEE") shall receive notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee has been indemnified against under this Article 8 by the other party hereto (the "INDEMNITOR"), or if such Indemnitee wishes to assert the existence of any other matter as to which the Indemnitee has been indemnified under this Article 8, Indemnitee shall promptly notify Indemnitor in writing with respect thereto, which ; provided that any delay or failure by Indemnitee to provide such notice shall state the facts upon which the Indemnitee makes such claim for indemnification, together with reasonable documentation of such claim (the "NOTICE OF CLAIM"). Such notice shall be given within ninety (90) days of the date upon which the Indemnitee becomes aware of the Claim, provided that no failure by an Indemnitee in giving such Notice of Claim shall reduce not impair or otherwise affect its rights hereunder or the obligation of the Indemnitor to indemnify the Indemnitee with respect thereto, to such claim except to the extent Indemnitor can demonstrate that the Indemnitor demonstrates that the defense of such action is it was actually prejudiced by the Indemnitee's delay in giving or failure or delay to give such notice. Indemnitor shall have the right to defend against any such third- third-party claim (other than any claim in respect of Taxes), provided that (i) Indemnitor shall, within ten (10) days after the giving of such Notice notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefor, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuouslycontinuously maintained in good faith by Indemnitor. In such event the defense may, if necessary, be maintained in the name of Indemnitee. Indemnitee may, if it so elects, designate its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor shall not permit any Lien or execution to attach to the assets of the Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event Indemnitee shall be kept fully advised as to the status of such defense. If Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Indemnitee of its election to defend such claim within the time and as prescribed herein, or after having so elected to defend such claim shall fail to institute and maintain such defense in accordance with the foregoing, or if such defense shall be unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from Indemnitee requesting Indemnitor to do so.

Procedure and Payment. If, after the Closing Date either Seller or Purchaser (the "INDEMNITEEIndemnitee") shall receive notice of any third-party claim or alleged third-party claim asserting the existence of any matter of a nature as to which the Indemnitee has been indemnified against under this Article 8 by the other party hereto (the "INDEMNITORIndemnitor"), or if such Indemnitee wishes to assert the existence of any other matter as to which the Indemnitee has been indemnified under this Article 8, Indemnitee shall promptly notify Indemnitor in writing with respect thereto, which notice shall state the facts upon which the Indemnitee makes such claim for indemnification, together with reasonable documentation of such claim (the "NOTICE OF CLAIMNotice of Claim"). Such notice shall be given within ninety (90) days of the date upon which the Indemnitee becomes aware of the Claim, provided that no failure by an Indemnitee in giving such Notice of Claim shall reduce or otherwise affect the obligation of the Indemnitor to indemnify the Indemnitee with respect thereto, except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnitee's failure or delay to give such notice. Indemnitor shall have the right to defend against any such third- third-party claim provided (i) Indemnitor shall, within ten (10) days after the giving of such Notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefor, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuouslycontinuously maintained in good faith by Indemnitor. In such event the defense may, if necessary, be maintained in the name of Indemnitee. Indemnitee may, if it so elects, designate its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor shall not permit any lien or execution to attach to the assets of the Indemnitee as a result of such claim, and the Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event Indemnitee shall be kept fully advised as to the status of such defense. If Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Indemnitee of its election to defend such claim within the time and as prescribed herein, or after having so elected to defend such claim shall fail to institute and maintain such defense in accordance with the foregoing, or if such defense shall be unsuccessful then, in any such event, the Indemnitor shall fully satisfy and discharge the claim within ten (10) days after notice from Indemnitee requesting Indemnitor to do so.