Common use of Procedure and Payment Clause in Contracts

Procedure and Payment. If after the Closing Date either Seller or the 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 Indemnitee has been indemnified against under this Article 10 by the other party hereto ("Indemnitor"), Indemnitee shall promptly notify Indemnitor in writing with respect thereto. Indemnitor shall have the right to defend against any such claim provided (i) Indemnitor shall, within 10 days after the giving of such notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefore together with a copy of any complaint or other documents asserting such claim, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously 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 and at its own cost and expense 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 ninety (90) days after notice from Indemnitee requesting Indemnitor to do so.

Procedure and Payment. If after the Closing Date either Seller or the Buyer Purchasers shall become aware of a loss, damage or their representatives, directors claim or officers (the "Indemnitee") shall receive notice of any a third party claim or alleged third party claim asserting the existence of any matter of the nature as to which the Indemnitee has been indemnified against under this Article 10 VIII by the other party hereto (( the "Indemnitor"), Indemnitee shall promptly notify Indemnitor in writing with respect thereto. In the event of any such third party claim, Indemnitor shall have the right to defend against any such claim with counsel reasonably satisfactory to Indemnitee, provided (i) Indemnitor shall, within 10 ten (10) days after the giving of such notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefore together with a copy of any complaint or other documents asserting such claim, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously 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 electselects and at its expense, designate its own counsel and at its own cost and expense 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 event, Indemnitor is obligated to keep 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 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, in any such event, then the Indemnitor shall fully satisfy and discharge the claim within ninety ten (9010) 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 either Seller or the 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 Indemnitee has been indemnified against under this Article ARTICLE 10 by the other party hereto ("Indemnitor"), Indemnitee shall promptly notify Indemnitor in writing with respect thereto. Indemnitor shall have the right to defend against any such claim provided (i) Indemnitor shall, within 10 days after the giving of such notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefore together with a copy of any complaint or other documents asserting such claim, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously 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 and at its own cost and expense 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 ninety twenty (9020) days after notice from Indemnitee requesting Indemnitor to do so.

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

Procedure and Payment. If after the Initial Closing Date either Seller or the 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 Indemnitee has been indemnified against under this Article 10 by the other party hereto ("Indemnitor"), Indemnitee shall promptly notify Indemnitor in writing with respect thereto. Indemnitor shall have the right to defend against any such claim provided (i) Indemnitor shall, within 10 days after the giving of such notice by Indemnitee, notify Indemnitee that it disputes such claim, give reasons therefore together with a copy of any complaint or other documents asserting such claim, and that Indemnitor will, at its own cost and expense, defend the same, and (ii) such defense is instituted and continuously 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 and at its own cost and expense 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 ninety thirty (9030) days after notice from Indemnitee requesting Indemnitor to do so.