Common use of Procedure and Payment Clause in Contracts

Procedure and Payment. If after the Closing Date the Seller shall ---------------------- receive notice of any third party claim or alleged third party claim asserting the existence of any matter of the nature as to which the Purchaser has been indemnified against under this Article VIII by the Purchaser, Seller shall promptly notify Purchaser in writing with respect thereto. Purchaser shall have the right to defend against any such claim provided (i) Purchaser shall, within 10 days after the giving of such notice by Seller, notify Seller that it disputes such claim, give reasons therefor, and that Purchaser will, at its own cost and expense, defend the same , and (ii) such defense is instituted and continuously maintained in good faith by Purchaser. In such event the defense may, if necessary, be maintained in the name of Seller. Seller may, if it so elects, designate its own counsel to participate with the counsel selected by Purchaser in the conduct of such defense. Purchaser shall not permit any lien or execution to attach to the assets of the Seller as a result of such claim, and the Purchaser shall provide such bonds or deposits as shall be necessary to prevent the same. In any event, Seller shall be kept fully advised as to the status of such defense. If Purchaser shall be given notice of a claim as aforesaid and shall fail to notify Seller 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 Purchaser shall fully satisfy and discharge the claim within 10 days after notice from Seller requesting Purchaser to do so.

Procedure and Payment. If after the Closing Date either Seller or the Seller Buyer or their representatives, directors or officers (the "Indemnitee") shall ---------------------- receive notice of any third party claim or alleged third party claim asserting the existence of any matter of the nature as to which the Purchaser Indemnitee has been indemnified against under this Article VIII 10 by the Purchaserother party hereto ("Indemnitor"), Seller Indemnitee shall promptly notify Purchaser Indemnitor in writing with respect thereto. Purchaser Indemnitor shall have the right to defend against any such claim provided (i) Purchaser Indemnitor shall, within 10 days after the giving of such notice by SellerIndemnitee, notify Seller Indemnitee that it disputes such claim, give reasons therefortherefore together with a copy of any complaint or other documents asserting such claim, and that Purchaser Indemnitor will, at its own cost and expense, defend the same same, and (ii) such defense is instituted and continuously maintained in good faith by PurchaserIndemnitor. In such event the defense may, if necessary, be maintained in the name of SellerIndemnitee. Seller Indemnitee may, if it so elects, designate its own counsel and at its own cost and expense to participate with the counsel selected by Purchaser Indemnitor in the conduct of such defense. Purchaser Indemnitor shall not permit any lien or execution to attach to the assets of the Seller Indemnitee as a result of such claim, and the Purchaser Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event, Seller event Indemnitee shall be kept fully advised as to the status of such defense. If Purchaser Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Seller 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 Purchaser Indemnitor shall fully satisfy and discharge the claim within 10 ninety (90) days after notice from Seller Indemnitee requesting Purchaser Indemnitor to do so.

Procedure and Payment. If after the Initial Closing Date either Seller or the Seller Buyer or their representatives, directors or officers (the "Indemnitee") shall ---------------------- receive notice of any third party claim or alleged third party claim asserting the existence of any matter of the nature as to which the Purchaser Indemnitee has been indemnified against under this Article VIII 10 by the Purchaserother party hereto ("Indemnitor"), Seller Indemnitee shall promptly notify Purchaser Indemnitor in writing with respect thereto. Purchaser Indemnitor shall have the right to defend against any such claim provided (i) Purchaser Indemnitor shall, within 10 days after the giving of such notice by SellerIndemnitee, notify Seller Indemnitee that it disputes such claim, give reasons therefortherefore together with a copy of any complaint or other documents asserting such claim, and that Purchaser Indemnitor will, at its own cost and expense, defend the same same, and (ii) such defense is instituted and continuously maintained in good faith by PurchaserIndemnitor. In such event the defense may, if necessary, be maintained in the name of SellerIndemnitee. Seller Indemnitee may, if it so elects, designate its own counsel and at its own cost and expense to participate with the counsel selected by Purchaser Indemnitor in the conduct of such defense. Purchaser Indemnitor shall not permit any lien or execution to attach to the assets of the Seller Indemnitee as a result of such claim, and the Purchaser Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event, Seller event Indemnitee shall be kept fully advised as to the status of such defense. If Purchaser Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Seller 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 Purchaser Indemnitor shall fully satisfy and discharge the claim within 10 thirty (30) days after notice from Seller Indemnitee requesting Purchaser Indemnitor to do so.

Procedure and Payment. If after the Closing Date either Seller or the Seller Buyer or their representatives, directors or officers (the "Indemnitee") shall ---------------------- receive notice of any third party claim or alleged third party claim asserting the existence of any matter of the nature as to which the Purchaser Indemnitee has been indemnified against under this Article VIII ARTICLE 10 by the Purchaserother party hereto ("Indemnitor"), Seller Indemnitee shall promptly notify Purchaser Indemnitor in writing with respect thereto. Purchaser Indemnitor shall have the right to defend against any such claim provided (i) Purchaser Indemnitor shall, within 10 days after the giving of such notice by SellerIndemnitee, notify Seller Indemnitee that it disputes such claim, give reasons therefortherefore together with a copy of any complaint or other documents asserting such claim, and that Purchaser Indemnitor will, at its own cost and expense, defend the same same, and (ii) such defense is instituted and continuously maintained in good faith by PurchaserIndemnitor. In such event the defense may, if necessary, be maintained in the name of SellerIndemnitee. Seller Indemnitee may, if it so elects, designate its own counsel and at its own cost and expense to participate with the counsel selected by Purchaser Indemnitor in the conduct of such defense. Purchaser Indemnitor shall not permit any lien or execution to attach to the assets of the Seller Indemnitee as a result of such claim, and the Purchaser Indemnitor shall provide such bonds or deposits as shall be necessary to prevent the same. In any event, Seller event Indemnitee shall be kept fully advised as to the status of such defense. If Purchaser Indemnitor shall be given notice of a claim as aforesaid and shall fail to notify Seller 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 Purchaser Indemnitor shall fully satisfy and discharge the claim within 10 twenty (20) days after notice from Seller Indemnitee requesting Purchaser Indemnitor to do so.