Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any demand, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”), such Indemnified Party will, if a claim is to be made against an indemnifying party pursuant to this Article VII, give written notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceeding, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 or Section 10.3 of notice of the commencement of any demand, claim, action Proceeding or proceeding made or brought other claim by a third party, including without limitation an Authority (a “Proceeding”)party against it, such Indemnified Party indemnified party will, if a claim is to be made against an indemnifying party pursuant to this Article VIIunder such Section, give written prompt notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceedingsuch claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the Indemnified Partyany indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified indemnifying party’s failure to give such notice. The Claims Notice shall describe For purposes of this Section 10.8, in the Proceeding event that a Buyer Indemnified Party reasonably believes a claim may result in reasonable detail and shall specify, if knowna demand against the Escrow Fund, the amount or an estimate delivery of a notice claiming indemnification shall be delivered to the Stockholders’ Representative and such notice shall be deemed to be delivery of the amount of notice to the Indemnified Losses arising therefromSecurityholders; provided, however, that in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, notice shall be given to such Seller Indemnifying Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party of notice any Person entitled to indemnity hereunder of the commencement of any demand, claim, action or proceeding made or brought by against a third party, including without limitation an Authority Person (a the “ProceedingIndemnified Party”), such Indemnified Party will, if a claim is to be made against an indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Article VII, give written notice Section 8.4 (the “Claims NoticeIndemnifying Party”) to the indemnifying party of the commencement of such action or proceeding, specifying the Proceedingfactual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to the any Indemnified Party, except where (and then only to the extent that that) the indemnifying party demonstrates that the defense of such action Indemnifying Party is actually prejudiced by the indemnified partyIndemnified Party’s failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Party entitled to indemnification under this Article 8 (an “Indemnified Party Party”) of notice of the commencement of any demand, claim, action claim or proceeding made or brought against it by a third party, including without limitation an Authority party for which indemnification may be sought under this Article 8 (a “ProceedingThird Party Claim”), such Indemnified Party willshall, if such party seeks indemnification with respect thereto against a claim is Party obligated to be made against an indemnifying party provide indemnification pursuant to this Article VII8 (the “Indemnifying Party”), promptly give written notice (the “Claims Notice”) to the indemnifying party such Indemnifying Party of the commencement of such Third Party Claim, describing in reasonable detail the Proceedingfacts and circumstances, but the failure to notify the indemnifying party any delay in notifying such Indemnifying Party will not relieve the indemnifying party such Indemnifying Party of any liability that it may have to the any Indemnified Party, except to the extent that the indemnifying party such Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the indemnified partyIndemnified Party’s failure to give delay in giving such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a Partnership Indemnified Party of notice of the commencement of any demand, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”), such Seller Indemnified Party will(for the purposes of Section 5.04, an “Indemnified Party”) of a Third Party Claim, the Indemnified Party shall, if a claim is to be made against an indemnifying party pursuant to (for the purposes of this Article VIISection 5.04, an “Indemnifying Party”) under Section 5.01 or Section 5.02, give written notice (the “Claims Notice”) to the indemnifying party Indemnifying Party of the commencement of such claim, which notice shall set forth in detail the Proceedingfacts and circumstances with respect to the subject matter of such Third Party Claim and shall indicate the amount of Losses (estimated, but to the extent that Losses in respect of such Third Party Claim are reasonably capable of being estimated). The failure to promptly notify the indemnifying party will Indemnifying Party shall not relieve the indemnifying party Indemnifying Party of any liability that it may have to the any Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action Indemnifying Party is prejudiced by the indemnified partyIndemnified Party’s failure to give such prompt notice. The Claims Notice shall describe , and then only to the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate extent of the amount of the Indemnified Losses arising therefromsuch prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an In order for a Buyer Indemnified Party of notice of or a Company Indemnified Party (an “Indemnified Person”) to be entitled to any indemnification under this Article IX in respect of, or arising out of, a claim brought against the commencement of any demand, claim, action or proceeding made or brought Indemnified Person by a third party, including without limitation an Authority party (a “ProceedingThird Party Claim”), such Indemnified Party will, if a claim is Person must notify the party obligated to be made against an indemnifying party pursuant to this Article VII, give written notice indemnify such Indemnified Person (the “Claims NoticeIndemnitor”) to the indemnifying party in writing of the commencement Third Party Claim promptly after receipt by the Indemnified Person of written notice of the ProceedingThird Party Claim; provided, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability however, that it may have to the Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s failure to give such noticenotification shall not affect the indemnification provided hereunder, unless, and then only to the extent, that the Indemnitor is actually prejudiced by such failure to receive notification. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if knownThereafter, the amount or an estimate Indemnified Person shall deliver to the Indemnitor promptly after receipt thereof, copies of the amount of all notices and documents (including court papers) received by the Indemnified Losses arising therefromPerson relating to the Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by an Indemnified Party such Indemnitee of notice of the commencement of any demandThird Party Claim being asserted; provided that, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”), such Indemnified Party will, if a claim is to be made against an indemnifying party pursuant to this Article VII, give written notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceeding, but the failure to notify give such notification shall not affect the indemnifying party will not relieve the indemnifying party of any liability that it may have to the Indemnified Partyindemnification provided hereunder, except to the extent that the indemnifying party demonstrates that the defense Indemnitor shall have been actually and materially prejudiced as a result of such action is prejudiced failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the indemnified party’s failure Indemnitee with respect to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefromThird Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after following the receipt by an any iPayment Indemnified Party or FMBS Indemnified Party, as applicable (the "Indemnified Party") of written notice of the commencement of any a demand, claim, action action, assessment or proceeding made or brought by a third party, including without limitation an Authority a governmental agency (a “Proceeding”"Third Party Claim") for which such person seeks indemnification, the Indemnified Party receiving such notice of the Third Party Claim shall promptly notify the FMBS Shareholders or iPayment, as applicable (the "Indemnifying Party"), of its existence, setting forth the facts and circumstances of which such Indemnified Party will, if a claim is to be made against an indemnifying party pursuant to this Article VII, give written notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceedinghas received notice, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnified party’s Indemnified Party's failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 11.1, 11.2 or 11.3 of notice of the commencement of any demandaction, claimsuit, action arbitration, investigation or other proceeding made or brought by (each a third party, including without limitation an Authority (a “"Proceeding”)") against it, such Indemnified Party willindemnified party shall, if a claim is to be made against an indemnifying party pursuant to this Article VIIunder such section, give written notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceedingsuch claim, but the failure to notify the indemnifying party will shall not relieve the indemnifying party of any liability that it may have to the Indemnified Partyany indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s 's failure to give such notice. The Claims Notice Such notice shall describe the Proceeding nature of the claim in reasonable detail detail, including a copy of the claim if such claim was made in writing, and shall specifywill indicate the estimated amount, if knownpracticable, the amount or an estimate of the amount of Damages that have been or may be sustained by the Indemnified Losses arising therefromindemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by an Indemnified Party such Indemnitee of notice of the commencement of any demand, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”), such Indemnified Third Party will, if a claim is to be made against an indemnifying party pursuant to this Article VII, give written notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceeding, but the Claim being asserted; provided that failure to notify give such notification shall not affect the indemnifying party will not relieve the indemnifying party of any liability that it may have to the Indemnified Partyindemnification provided hereunder, except to the extent that the indemnifying party demonstrates that the defense Indemnitor shall have been actually and materially prejudiced as a result of such action is prejudiced failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the indemnified party’s failure Indemnitee with respect to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefromThird Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under SECTION 10.2, SECTION 10.3 or SECTION 10.5 of notice of the commencement of any demand, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”)against it, such Indemnified Party indemnified party will, if a claim Claim is to be made against an indemnifying party pursuant to this Article VIIunder such Section, give written notice (the “Claims Notice”) to the indemnifying party of the commencement of the Proceedingsuch Claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the Indemnified Partyany indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified indemnifying party’s 's failure to give such notice. The Claims Notice Such notice shall describe the Proceeding in reasonable detail Claim and the basis for indemnification sought, shall indicate the amount (if reasonably ascertainable) of the Damages that have been or may be sustained by the indemnitee and shall specifybe accompanied by supporting documentation, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefromreasonably available.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person or Shareholder (each in this context, an “Indemnified Party”) of notice of the commencement of any demandProceeding against it for which such Person may seek indemnification against a Shareholder (under Section 11.2) or Buyer (under Section 11.3) (each in this context, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a and “ProceedingIndemnifying Party”), respectively, such Indemnified Party will, if a claim is to be made against an indemnifying party pursuant to this Article VIIIndemnifying Party under such Section, give written notice (the “Claims Notice”) to the indemnifying party Indemnifying Party of the commencement of the Proceedingsuch claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party it of any liability that it may have to the any Indemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such action Proceeding is prejudiced by the indemnified partyIndemnifying Party’s failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specifynotice (it being understood, if knownhowever, the amount or an estimate that where any of the amount Shareholders would otherwise be an Indemnified Party or Indemnifying Party, all references to such term as used in the procedural provisions of this Section 11.6 and in Section 11.7 shall instead refer to the Indemnified Losses arising therefromShareholders Representative).