Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Sections 9.2 and 9.3 of notice of the commencement of any proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any Liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice.
Procedure for Indemnification for Third Party Claims. If the Indemnitee is seeking indemnification hereunder with respect to a third party claim (in such capacity, the “Indemnified Party”), it shall, except to the extent prohibited by any Applicable Law, promptly notify the Borrower (in such capacity, the “Indemnifying Party”), in writing (each, a “Claim Notice”), of any notice of the assertion by a third party of a claim or of the commencement by a third party of any legal proceeding, arbitration or action, or if the Indemnified Party determines the existence of any such claim or the commencement by any third party of any such legal proceeding, arbitration or action, whether or not the same shall have been asserted or initiated, in any case with respect to which the Indemnifying Party is or may be obligated to provide indemnification (a “Third Party Claim”), specifying in reasonable detail the nature of the Third Party Claim and, if known, the amount, or an estimate of the amount, of the Third Party Claim, provided that failure to promptly give such notice shall only limit the liability of the Indemnifying Party to the extent of the actual prejudice, if any, suffered by the Indemnifying Party as a result of such failure. The Indemnifying Party shall have thirty (30) calendar days after receipt of any Claim Notice to notify the Indemnified Party of the Indemnifying Party’s election to assume the defense of the Third Party Claim. If the Indemnifying Party has assumed such defense, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such claim. In the event that the Indemnifying Party elects to assume the defense of a Third Party Claim as contemplated herein, the Indemnified Party shall be entitled to participate in (but not control) the defense of such claim and to employ counsel of its choice for such purpose at its sole expense unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, or (ii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by its counsel that there are one or more legal defenses available to it which are in conflict with those available to the Indemnifying Party and in the reasonable judgment of such counsel it is advisable for the Indemnified Party to employ separate counsel in connection with such conflicting defen...
Procedure for Indemnification for Third Party Claims. (a) Any person seeking any indemnification provided for under this Plan of Reorganization (the "Indemnified Party") in respect of, arising out of or involving a claim made by any person against the Indemnified Party (a "Third- Party Claim"), shall notify in writing (and to the extent received, deliver copies of all related notices and documents, including court papers), to the party from whom indemnification is sought (the "Indemnifying Party") of the Third-Party Claim within 15 days after receipt by such Indemnified Party of written notice of the Third-Party Claim; provided, however, that failure to give such notification (or make such delivery) shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure.
Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an Indemnified Party of written notice of a threatened third party claim or notice of the commencement of any proceeding against it for which indemnification is applicable under Section 6.2(a) or Section 6.2(b), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party of the threat or commencement of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action has been materially prejudiced by the Indemnified Party’s failure to give such notice.
Procedure for Indemnification for Third Party Claims. (a) Promptly after receipt by an indemnified party under Section 6.2 or Section 6.3 of notice of the commencement of any proceeding against it or any Acquired Company, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim.
Procedure for Indemnification for Third Party Claims. (a) Within ninety (90) calendar days (or within twenty (20) calendar days with respect to Taxes) after receipt by an Affected Person of notice of the commencement of any Proceeding against it (including, without limitation, receipt of any initial notification by any social, tax or customs Governmental Body such as "avis de verification" notified by the French tax authorities), one or both Buyers will give notice to the Principal Shareholders of the commencement of such Proceeding, and such notice shall constitute a Claim Notice under Section 12.2(a) above. Failure to notify the Principal Shareholders within the deadline specified in the preceding sentence shall be deemed to be a waiver by Buyers of any right to indemnification under this Section 12. The Company has received from the French Direction Generale des Impots an "avis de verification de comptabilite" dated as of September 7, 2000. The Parties hereby agree that the Claim Notice relating to Damages resulting from the audit mentioned in the "avis de verification de comptabilite" is deemed to be received by Principal Shareholders upon the execution of this Agreement.
Procedure for Indemnification for Third Party Claims. 9.5.1 If a party entitled to be indemnified pursuant to this Agreement (an "Indemnitee") receives notice of the assertion by a third party of any claim or of the commencement by any such Person of any action or proceeding (a "Third Party Claim") with respect to which another party hereto (an "Indemnifying Party") is obligated to provide indemnification, the Indemnitee shall give the Indemnifying Party immediate written notice (the "Indemnification Notice") thereof after becoming aware of such Third Party Claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by the Indemnitee and shall provide the Indemnifying Party with a reasonable right to cure the same. The Indemnitee shall make available to the Indemnifying Party during normal business hours and for reasonable periods, any personnel and any books, -42- 48 records or other documents within its control that are necessary or appropriate for such defense.
Procedure for Indemnification for Third Party Claims. The procedure for indemnification with respect to third-party claims (other than Contests) shall be as follows:
Procedure for Indemnification for Third Party Claims
