Procedure for Indemnification Claims. For purposes of this Agreement, each of Seller and Buyer may be referred to as an “Indemnifying Party” in connection with their indemnification obligations herewith. For purposes of this Agreement, Buyer Indemnitees and Seller Indemnitees may be referred to individually as an “Indemnitee” or collectively as “Indemnitees.” The procedures to be followed with respect to indemnification claims based upon or arising out of any claim, action or proceeding by any person not a party to this Agreement, shall be as follows:
(a) If an Indemnitee believes that it has suffered or incurred any Loss, such Indemnitee shall so notify the Indemnifying Party promptly in writing describing such Loss, the amount thereof, if known, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement or other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. In the event that any claim or demand in respect of which an Indemnitee may seek recovery of a Loss under this Section 5 is asserted against or sought to be collected from such Indemnitee by a third party, the Indemnitee shall notify the Indemnifying Party promptly in writing as soon as practicable but in any event within 30 days following receipt of notice of such third party claim or demand.
(b) Unless in the reasonable judgment of Indemnitee (i) there is a conflict between the positions of the Indemnifying Party and the Indemnitee in conducting the defense of such claim or (ii) legitimate business considerations would require the Indemnitee to defend or respond to such claim in a manner different from that recommended by the Indemnifying Party, the Indemnifying Party shall, by giving notice thereof to the Indemnitee confirming the Indemnifying Party’s obligation under this Section 5 to indemnify the Indemnitee in respect of such claim, be entitled to assume and control such defense with counsel chosen by it. The Indemnitee shall be entitled to participate therein after such assumption, but the costs of such participation (other than the costs of providing witnesses or documents at the request of the Indemnifying Party or in response to legal process) following such assumption shall be at the expense of the Indemnitee. Upon assuming such defense, the Indemnifying Party shall have full right to enter into any compromise or settlement which is dispositive of the matter involved; provided tha...
Procedure for Indemnification Claims. Promptly after a Person receives notice of a claim or the commencement of an action for which the Person intends to seek indemnification under this Section 5.8, the Person will notify the indemnifying party in writing of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the indemnifying party will not relieve the indemnifying party from liability under this Section 5.8, except to the extent it has been materially prejudiced by the failure to give notice. The indemnifying party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought. No indemnifying party will be liable to any indemnified party under this Agreement for any settlement by such indemnified party of any action effected by such indemnified party without the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed.
Procedure for Indemnification Claims. If any proceeding referred to in Section 8.01 is brought against a Covered Person, the Covered Person shall give prompt notice to WDDF of the commencement of such proceeding and WDDF will be entitled to participate in such proceeding and to assume the defense of such proceeding with counsel reasonably satisfactory to the Covered Person (if WDDF is also a party to such proceeding and the Covered Person determines in good faith that joint representation would be inappropriate, the Covered Person shall be entitled to retain independent counsel). If WDDF assumes the defense of a proceeding; (i) the indemnifying party shall have the exclusive right to defend, compromise or settle such proceeding; and (ii) the indemnifying party shall pay all costs and expenses associated therewith, including attorney’s fees and costs. City shall reasonably cooperate with WDDF; in the assertion of all available defenses (including, without limitation, the defense of sovereign immunity) in connection with any action or proceeding in respect of which WDDF is indemnifying City pursuant to this Agreement.
Procedure for Indemnification Claims. If at any time a claim shall be made or threatened, or an action or proceeding shall be commenced or threatened, against a party hereto (the "Aggrieved Party") which could result in liability of the other party (the "Indemnifying Party") under its indemnification obligations hereunder, the Aggrieved Party shall give to the Indemnifying Party prompt notice of such claim, action or proceeding. Such notice shall state the basis for the claim, action or proceeding and the amount thereof (to the extent such amount is determinable at the time when such notice is given) and shall permit the Indemnifying Party to assume the defense of any such claim, action or proceeding (including any action or proceeding resulting from any such claim). Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such claim, action or proceeding within a reasonable time shall be deemed a waiver by the Indemnifying Party of its right to defend such claim, action or proceeding; provided, however, that the Indemnifying Party shall not be deemed to have waived its right to contest and defend against any claim of the Aggrieved Party for indemnification hereunder based upon or arising out of such claim, action or proceeding. If the Indemnifying Party assumes the defense of any such claim, action or proceeding, the obligation of the Indemnifying Party as to such claim, action or proceeding shall be limited to taking all steps necessary in the defense or settlement thereof and, to the extent the Indemnifying Party is liable for indemnification hereunder, to holding the Aggrieved Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment or award rendered in connection with such claim, action or proceeding. The Aggrieved Party agrees to cooperate and make available to the Indemnifying Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense. The Aggrieved Party may participate, at its expense, in the defense of such claim, action or proceeding provided
Procedure for Indemnification Claims. 21 10. SETOFF ...................................................... 22 11. NONCOMPETITION .............................................. 22
Procedure for Indemnification Claims. 赔偿申请程序。
(a) Whenever any parties become aware that a claim (an "Underlying Claim") has arisen entitling them to seek indemnification under Section 7 of this Agreement, such parties (the "Indemnified Parties") shall promptly send a notice ("Notice") to the parties liable for such indemnification (the "Indemnifying Parties") of the right to indemnification (the "Indemnity Claim"); provided, however, that the failure to so notify the Indemnifying Parties will relieve the Indemnifying Parties from liability under this Agreement with respect to such Indemnity Claim only if, and only to the extent that, such failure to notify the Indemnifying Parties results in the forfeiture by the Indemnifying Parties of rights and defenses otherwise available to the Indemnifying Parties with respect to the Underlying Claim. Any Notice pursuant to this Section 7.3(a) shall set forth in reasonable detail, to the extent then available, the basis for such Indemnity Claim and an estimate of the amount of damages arising therefore. 当任何一方意识到索赔（“相关索赔”）已经产生，使他们有权根据本协议第7节寻求赔偿，此类当事人（“被赔偿方”）应立即向赔偿责任方（“赔偿方”）发送通知（“通知”），以获得赔偿（“赔偿请求”）; 但是，如果没有通知赔偿方，则只有在且仅在此范围内，赔偿方将免除其根据本协议对此类赔偿要求承担的责任。根据本第7.3（a）条发出的任何通知应在可能的范围内以合理的细节阐述此类赔偿请求的依据以及因此产生的损害赔偿金额的估计。
(b) If an Indemnity Claim does not result from or arise in connection with any Underlying Claim or legal proceedings by a third party, the Indemnifying Parties will have thirty (30) calendar days following receipt of the Notice to issue a written response to the Indemnified Parties, indicating the Indemnifying Parties' intention to either (i) contest the Indemnity Claim or (ii) accept the Indemnity Claim as valid. The Indemnifying Parties' failure to provide such a written response within such thirty (30) day period shall be deemed to be an acceptance of the Indemnity Claim as valid. In the event that an Indemnity Claim is accepted as valid, the Indemnifying Parties shall, within fifteen (15) business days after receiving a final and non-appealable judgement from a competent court or authority, pay Losses incurred by the Indemnified Parties in respect of the Underlying Claim in cash by wire transfer of immediately available funds to the account or accounts specified by the Indemnified Parties. To the extent appropriate, payments for indemnifiable Losses made pursuant to this Agreement will be treated as adjustments to the Consideration. 如果赔偿请求不是由第三方的任何相关索赔或法律程序引起或与之相关，则赔偿方将在收到通知后三十（30）个日历日内向受赔偿方发出书面答复，并表明赔偿方有意（i）对赔偿请求提出异议或（ii）接受赔偿请求有效。赔偿方未在三十（30）天内提供书...
Procedure for Indemnification Claims. (a) In the event that Adaptec makes a claim against any Majority Shareholder for indemnification under Section 9.2 (a "Claim"), it shall notify the Shareholders' Representative in writing as to the existence and amount of the Claim (the "Claim Notice"). If the Majority Shareholder with respect to such Claim disputes the existence or the amount of such Claim, the Majority Shareholder shall notify Adaptec in writing (with reasonable specificity) within thirty (30) days following the Adaptec's receipt of the Claim Notice (the "Response Notice"). Upon such an exchange of written notification, the parties will negotiate in good faith for up to thirty (30) days or such other period of time as the parties mutually agree in an effort to resolve their differences with respect to such Claim. If no Response Notice is received by Adaptec within thirty (30) days of the Shareholders' Representative's receipt of the Claim Notice or if the parties have not resolved their differences with the aforementioned thirty (30) day negotiation period, then Adaptec shall be entitled to recover the amount of the Claim from the Escrow Fund pursuant to the Escrow Agreement.
(b) Adaptec, may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, any third party claim which may give rise to a Claim
Procedure for Indemnification Claims. Whenever a Claim arises for indemnification under this Article VIII, the parties shall comply with the notice and other procedures specified in the applicable escrow agreement.
Procedure for Indemnification Claims. 21 10.6 SETOFF ....................................................21 11. NONCOMPETITION .....................................................21
Procedure for Indemnification Claims. The respective indemnification obligations of Seller and Buyer pursuant to Sections 14.1 and 14.2 shall be conditioned upon compliance by Buyer and Seller respectively with the following procedures for indemnification claims.
(i) All claims for indemnification must be made in writing and must be based on facts or circumstances which have occurred and are discovered prior to the expiration of the respective representations and warranties set forth herein as provided in Sections 13.1 and 13.2 hereof, respectively.
(ii) All claims for indemnification shall be notified without undue delay to the other party and in no case later than three (3) months after the claiming party became aware of the breach in question, specifying in reasonable detail the claim and the alleged breach of the representation or warranty in question, including all facts and circumstances on which such alleged breach is based.
(iii) In the event any third party asserts any claim with respect to any matter for which Buyer shall have the right to seek indemnification hereunder, Buyer shall without undue delay give notice to Seller, and Seller shall have the right at its election to control the defense of such third-party claim at its own expense by giving notice to
