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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 under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, 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. The failure of any indemnified party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 except to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claim. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD), Purchase and Sale Agreement (Energy XXI Texas, LP), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within thirty days after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding proceeding against itit to which the indemnification in this Section 9 relates, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionSection 9, give notice to the indemnifying party of the commencement of such claim. The proceeding, but the failure of any indemnified to so notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such proceeding is materially prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding proceeding referred to in Section 10.07(aparagraph (a) above is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (A) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (B) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A1) there is no finding or admission of any violation of Legal Requirements Law by the indemnified party (or any affiliate thereof) or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B2) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the . The indemnified party shall will have no liability with respect to any compromise or settlement of the claims underlying such claims proceeding effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, with respect to those issues, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingproceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)consent.

Appears in 3 contracts

Samples: Contribution Agreement (Pennsylvania Real Estate Investment Trust), Contribution Agreement (Pennsylvania Real Estate Investment Trust), Contribution Agreement (Pennsylvania Real Estate Investment Trust)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The failure of any indemnified party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 except to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claim. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (C) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Capco Energy Inc), Asset Purchase Agreement (Capco Energy Inc), Asset Purchase Agreement (Delta Petroleum Corp/Co)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 8.3 or 10.03 8.4 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying 39 party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of such claim. The failure of any liability that it may have to any indemnified party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 except to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices the indemnifying party’s ability to defend against the claim. (b) If defense of such action is prejudiced thereby. In case any such Proceeding referred to in Section 10.07(a) is shall be brought against an indemnified party and it gives shall give notice to the indemnifying party of the commencement of such Proceedingthereof, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate in such Proceeding therein and, to the extent that it wishes shall wish (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceedingthereto), to assume the defense of such Proceeding thereof with counsel reasonably satisfactory to the such indemnified party and, after notice from the indemnifying party to the such indemnified party of its election so to assume the defense of such Proceedingthereof, the indemnifying party shall not, as long as it diligently conducts such defense, not be liable to the such indemnified party under this Article 10 such Section for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the such indemnified party in connection with the defense thereof, other than reasonable costs of such Proceedinginvestigation. If the an indemnifying party assumes the defense of a such Proceeding, (i) no compromise or settlement of such claims thereof may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, indemnifying party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, party and (Cii) the indemnified indemnifying party shall have no liability with respect to any compromise or settlement of such claims thereof effected without its consent. (c) . If notice is given to an indemnifying party of the commencement of any Proceeding and it does not, within fifteen days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementdamages, the such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a the Proceeding so defended or any compromise or settlement thereof effected without its consent (which may shall not be unreasonably withheld). (b) Nothing herein shall be deemed to prevent any indemnified party from making a claim hereunder for potential or contingent claims or demands provided the claim notice sets forth the specific basis for any such potential or contingent claim or demand and the estimated amount thereof to the extent then feasible and the indemnified party has reasonable grounds to believe that such a claim or demand will be made.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Unitog Co), Stock Purchase Agreement (Unitog Co)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 12.2, 12.3 or 10.03 12.4, of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a12.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 12 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (i) it will not in and of itself be conclusively 49 55 established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or with the consent of the indemnifying party, which will not be unreasonably withheld, any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 2 contracts

Samples: Merger Agreement (Shaw Industries Inc), Merger Agreement (Saul Julian)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.1 or 10.03 11.2 of a claim for Damages or notice of the commencement of any Proceeding proceeding ("Proceeding") against itit by a third party, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionSections, give notice to the indemnifying party of the commencement of such claim. The Proceeding, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall does not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedinga Proceeding referred to in Section 11.3(a), the indemnifying party shall be is entitled to participate in such Proceeding and, to the extent that it wishes to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party is not, as long as it diligently conducts such defense, liable to the indemnified party under this Article XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (x) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (y) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cz) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 2 contracts

Samples: Supply Agreement (Cytomedix Inc), Supply Agreement (Cytomedix Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) a. Promptly after receipt by an indemnified party under Section 10.02 or 10.03 7 of a claim for Damages or notice of the commencement of any Proceeding action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator (“Proceeding”) against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) b. If any Proceeding referred to in Section 10.07(a7.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 7 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) c. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). d. The Parties each hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kenloc, Inc.), Stock Purchase Agreement (Focus Universal Inc.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2 or 10.03 11.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The Proceeding, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedinga Proceeding referred to in Section 11.8(a), the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (x) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (y) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent Consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cz) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consentConsent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended for the purposes of this Agreement or any compromise or settlement effected without its consent Consent (which may not be unreasonably withheldwithheld or delayed). (d) Each party hereby consents to the non-exclusive Jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Person or Seller Indemnified Person for purposes of any claim that such person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such party with respect to such a claim anywhere in the world.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cytomedix Inc), Asset Purchase Agreement (Cytomedix Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, 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. The failure of any indemnified party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 except to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claim. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Pogo Producing Co), Purchase and Sale Agreement (Pogo Producing Co)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a Person indemnified party under Section 10.02 or 10.03 pursuant to this Article V of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallPerson will, if a claim is to be made against an indemnifying party under such SectionPerson pursuant to this Article V, give notice to the indemnifying party Person of the commencement of such claim. The , but the failure of any indemnified party to give notice of a claim as provided in this Section 10.07 shall notify the indemnifying Person will not relieve the indemnifying party Person of its obligations under this Article 10 any liability that it may have to any indemnified Person, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against Person demonstrates that the defense of such claim or otherwise prejudices is prejudiced by the indemnifying party’s ability Person's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a5.5(a) is brought against an indemnified party Person and it gives notice to the indemnifying party Person of the commencement of such Proceeding, the indemnifying party shall Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes desires (unless (i) the indemnifying party Person is also a party to such Proceeding and the indemnified party Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party Person fails to provide reasonable assurance to the indemnified party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party Person and, after notice from the indemnifying party Person to the indemnified party Person of its election to assume the defense of such Proceeding, the indemnifying party shall Person will not, as long as it diligently conducts such defense, be liable to the indemnified party under Person pursuant to this Article 10 V for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the an indemnifying party Person assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party Person without the indemnified partyPerson's consent consent, unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyPerson, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, Person; and (Ciii) the indemnified party shall Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying Person of the commencement of any Proceeding and the indemnifying Person does not, within 10 days after the indemnified Person's notice is given, give notice to the indemnified Person of its election to assume the defense of such Proceeding, the indemnifying Person will be obligated by any determination made in such Proceeding or any compromise or settlement effected by the indemnified Person. (c) Notwithstanding the foregoing, if an indemnified party Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Person may, by notice to the indemnifying partyPerson, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall Person will not be bound obligated by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may shall not be unreasonably withheld). (d) Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any La Jolla Indemnified Person for purposes of any claim that a La Jolla Indemnified Person may have pursuant to this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Shareholders with respect to such a claim anywhere in the world.

Appears in 2 contracts

Samples: Stock Acquisition and Reorganization Agreement (Sorisole Acquisition Corp), Stock Acquisition and Reorganization Agreement (La Jolla Fresh Squeezed Coffee Co Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 10.2 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cpi Corp), Stock Purchase Agreement (Cpi Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 5.2, 5.4 or 10.03 5.3 (but only to the extent provided in the last sentence of a claim for Damages or Section 5.3) of notice of the commencement of any Proceeding (including any claim for workers compensation benefits) against it, such indemnified party shallwill, if a claim is to be made with respect thereto against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently and reasonably incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If the indemnifying party does not deliver to the indemnified party within 90 days after the indemnified party's notice is given, a writing indicating that, based on the facts actually known to the indemnifying party at such time regarding such claim, the indemnifying party reasonably believes that (without taking into account the limitations contained in Sections 5.7, 5.8, 5.9 and 5.10) it is obligated to provide indemnification pursuant to this Article 5 on account of such claim (it being agreed that such writing shall not constitute any binding obligation or waiver of rights of the indemnifying party), or if, following the delivery of such writing or at any other time, the indemnifying party notifies the indemnified party that it no longer believes that it is obligated to provide indemnification for such claim pursuant to this Article 5 (which notice the indemnifying party shall provide to the indemnified party promptly following its becoming aware of facts or circumstances leading it so to believe), then, in either such case, the indemnified party shall be entitled to conduct the defense against such claim, at the expense of the indemnifying party and shall so notify the indemnifying party, and the indemnifying party will be bound by any determination of a Proceeding so defended but will not be bound by any compromise or settlement effected without its consent (which may not be unreasonably withheld). (c) Notwithstanding the foregoing, if a claim seeks injunctive or other equitable relief against an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it otherwise would be entitled reasonably likely to indemnification under this Agreementhave a material and adverse impact on the ability of the indemnified party to conduct its business in the ordinary course, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a third party against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Source Interlink Companies Inc), Unit Purchase Agreement (Source Interlink Companies Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 Section 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) 10.5 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article ARTICLE 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Each indemnified party hereby grants to the indemnifying party, to the extent permitted by law or by the terms of the indemnified party’s insurance policies then in force, a right of subrogation to proceed against the particular third party or parties in question, and seek to recover therefrom any amounts to which such indemnifying party may be lawfully entitled. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller and Buyer, in their capacity as the indemnifying party, hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Transatlantic Petroleum Ltd.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 2 contracts

Samples: Stock Purchase Agreement (CPM Holdings, Inc.), Stock Purchase Agreement (CPM Holdings, Inc.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 paragraph 6 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionparagraph, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) paragraph 6 is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless (i) the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 paragraph 6 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 2 contracts

Samples: Settlement Agreement (Innovative Software Technologies Inc), Settlement Agreement (Innovative Software Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2 or 10.03 11.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying indemni-fying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(aparagraph (a) above is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable rea-sonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 11 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement settle-ment of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines deter-mines in good faith that there is a reasonable probability that a Proceeding Pro-ceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 2 contracts

Samples: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party indemnified party under Section 10.02 12.1, 12.2 or 10.03 12.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such any indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying indemnified party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a12.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled may elect to participate in assume the defense of such Proceeding and, with counsel reasonably satisfactory to the extent that it wishes indemnified party (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 XII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (which consent shall not be unreasonably withheld) unless (Ai) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (Bii) the sole relief provided is monetary damages that are paid in full by the indemnifying party. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, and within thirty (C30) days after the indemnified party’s notice is given, give notice to the indemnified party shall have no liability with respect of its election to any compromise or settlement assume the defense of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this AgreementProceeding, the indemnified party maymay assume control of the defense of such Proceeding with counsel of its own choosing, by notice to at the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but cost of the indemnifying party shall not and the indemnifying party will be bound by any determination of a made in such Proceeding so defended or any compromise or settlement effected without its consent by the indemnified party. (which may not c) Each party shall make available to the other all records and other materials reasonably required to contest any claim and shall cooperate fully with the other in the defense of all such claims. Information disclosed by one party to the other shall be unreasonably withheld)kept confidential.

Appears in 2 contracts

Samples: Interest Purchase Agreement (Scripps E W Co /De), Interest Purchase Agreement (Iconix Brand Group, Inc.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party shallwill, 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. The claim or threatened Proceeding, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such failure results in insufficient time being available to permit action or the ability of the indemnifying party to effectively defend against obtain otherwise available insurance proceeds is materially prejudiced by the claim or otherwise prejudices the indemnifying indemnified party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by -42- the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent if notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheldwithheld or delayed).

Appears in 1 contract

Samples: Asset Purchase Agreement (One Source Telecommunications Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party Indemnified Person under Section 10.02 Sections 10.2 or 10.03 10.3, of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallIndemnified Person will, if a claim is to be made by it against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, and with such notice provide a copy of any demand letter, summons or applicable correspondence, and any information with respect to insurance which may cover such claim and information with respect to any third party who may be liable to in connection therewith. The failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any Indemnified Person, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against the claim or otherwise prejudices demonstrates that it is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) 10.6.2. If any Proceeding referred to in Section 10.07(a) 10.6.1 is brought against an indemnified party Indemnified Person and it or he gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceeding, other than reasonable out of pocket costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyIndemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding . If notice is given to an indemnifying party of the foregoingcommencement of any Proceeding and the indemnifying party does not, if an indemnified party determines in good faith that there within ten days after the Indemnified Person's notice is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementgiven, the indemnified party may, by give notice to the indemnifying party, Indemnified Person of its election to assume the exclusive right to defend, compromise, or settle defense of such Proceeding, but the indemnifying party shall not will be bound by any determination of a made in such Proceeding so defended or any compromise or settlement effected without its consent (which may by the Indemnified Person except that the Indemnified Person shall give the indemnifying party seven days prior notice of the terms of any proposed settlement and the Indemnified Person shall not be unreasonably withheld)liable to the extent that any Proceeding is conducted in, or the compromise or settlement is entered into in bad faith. 10.6.

Appears in 1 contract

Samples: Merger Agreement (Davis Roger D)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 5.15(c) or 10.03 (d), as applicable, of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the failure to effectively defend against give such notice causes the indemnified party to lose or forfeit procedural litigation rights or to waive available defenses in any such Proceeding, but in any event Purchaser must provide the required notice to MOP and the Sellers within four (4) months following Closing or the obligations of MOP and the Sellers with respect to such claim or otherwise prejudices the indemnifying party’s ability to defend against the claimProceeding shall have expired. (b) If any Proceeding referred to in Section 10.07(a5.15(c) or (d) or 5.16 (a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 5.15(c) or (d), as applicable, for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will not, in and of itself, conclusively establish for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's prior written consent unless (A) there is no finding or admission of any violation of Legal Requirements Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) This Section 5.16 shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CNL Retirement Properties Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Purchase Agreement (Global Gold Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(alO.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Shareholders with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Stationers Supply Co)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within thirty (30) days after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding proceeding against itit to which the indemnification in this Section 9 relates, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionSection 9, give notice to the indemnifying party of the commencement of such claim. The proceeding, but the failure of any indemnified to so notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices that the indemnifying party, demonstrates that the defense of such proceeding is materially prejudiced by the indemnified party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding proceeding referred to in Section 10.07(aparagraph (a) above is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (A) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (B) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (Al) there is no finding or admission of any violation of Legal Requirements Law by the indemnified party (or any affiliate thereof) or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B2) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the . The indemnified party shall will have no liability with respect to any compromise or settlement of the claims underlying such claims proceeding effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, with respect to those issues, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingproceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)consent.

Appears in 1 contract

Samples: Contribution Agreement (Pennsylvania Real Estate Investment Trust)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within 30 days after receipt discovery by an indemnified party Indemnified Person under Section 10.02 12.2, 12.3 or 10.03 12.4 of any facts or conditions which could reasonably be expected to give rise to any Damages pursuant to a third party claim for Damages or notice of the commencement of any Proceeding against itwhich indemnification under this Article may be obtained, such indemnified party shallIndemnified Person will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of specifying in reasonable detail and to the commencement extent then known the nature and basis of such claim. The claim and the estimated amount thereof, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any Indemnified Person, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against the claim is prejudiced or otherwise prejudices damaged by the indemnifying party’s ability failure to defend against give such timely notice. To the extent reasonably available, the Indemnified Person shall also send to the indemnifying party copies of all relevant documentation with respect to such third party claim, including, without limitation, any summons, complaint, or other pleading which may have been served, any written demand or any other document or instrument directly related thereto. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it Indemnified Person gives notice to the indemnifying party under Section 12.11(a) of the commencement of such Proceedingany facts or conditions which may give rise to Damages for which indemnification can be obtained, the indemnifying party shall will be entitled to participate in control such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party to the indemnified party Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceeding; provided that, as a condition precedent to the indemnifying party’s right to assume control of such defense, it must first: (i) enter into an agreement with the Indemnified Person (in form and substance reasonably satisfactory to the Indemnified Person) pursuant to which the indemnifying party agrees to be fully responsible (subject to the Sellers’ Indemnity Threshold, but otherwise with no reservation of rights) for all Damages relating to such claims and that it will provide full indemnification (whether or not otherwise required hereunder) to the Indemnified Person for all Damages relating to such claim, and (ii) unconditionally guarantee the payment and performance of any liability or obligation which may arise with respect to such claim or the facts giving rise to such claim for indemnification (without regard to the Indemnity Cap), and (iii) furnish the Indemnified Person with reasonable evidence that the indemnifying party is and will be able to satisfy any such liability. Notwithstanding the foregoing, the indemnifying party shall not have the right to assume control (or the Indemnified Person shall have the right to take back control, as the case may be) of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Person, if the third party claim (i) seeks injunctive or other non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim to which the Indemnified Person reasonably believes an adverse determination would be materially detrimental or injurious to the Indemnified Person’s reputation or future business prospects, or (iv) involves a claim which, upon petition by the Indemnified Person, the appropriate court or arbitrational body rules that the indemnifying party failed or is failing to diligently prosecute or defend. (c) If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's Indemnified Person’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyIndemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. . If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (c10) Notwithstanding days after the foregoingIndemnified Person’s notice is given, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by give notice to the indemnifying party, Indemnified Person of its election to assume the exclusive right to defend, compromise, or settle defense of such Proceeding, but the indemnifying party shall not will be bound by any determination of a made in such Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)by the Indemnified Person.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthextras Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2 or 10.03 11.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 11 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers and Buyer hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Purchase Agreement (Svi Holdings Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party (Lxxxxx & Wxxxxxx, LLP being acceptable to Buyer for these purposes) and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation conducted at the request of the indemnifying party. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (not to be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consentconsent (not to be unreasonably withheld, conditioned or delayed). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world. (e) The Parties covenant and agree that the protocol set forth on Schedule 10.6(e) shall be followed without exception in connection with any matters involving Medicare or Medicaid, including indemnification claims arising under Section 2.15. (f) The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any claim, demand or Proceeding which the Indemnifying Party defends, or if appropriate and related to the claim, demand or Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) days after receipt of notice thereof in accordance with the terms hereof, (A) the Indemnified Party against which such Third Party Claim has been asserted shall have the right to undertake the defense, and (B) the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as may be reasonably requested by the Indemnified Party.

Appears in 1 contract

Samples: Equity Purchase Agreement (Polymedica Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 5.2 or 10.03 5.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a5.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Federal or state income Taxes of the indemnified party, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement it will be conclusively established for purposes of such this Agreement that the claims may be effected by made in that Proceeding are within the scope of and subject to indemnification. Neither the indemnified party nor the indemnifying party may concede, settle or compromise any claim without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consentwhich consent will not be unreasonably withheld. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on any party with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Asset Purchase Agreement (Daily Journal Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding Action against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionthis Agreement, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such Action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding Action referred to in Section 10.07(a8.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such ProceedingAction, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding Action and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding Action and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding Action and provide indemnification with respect to such ProceedingAction), to assume the defense of such Proceeding Action with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such ProceedingAction, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such ProceedingAction, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. Action, other than reasonable costs of investigation. (c) If the indemnifying party assumes the defense of a ProceedingAction, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Action are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (cd) If notice is given to an indemnifying party of the commencement of any Action and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Action, the indemnifying party will be bound by any determination made in such Action or any compromise or settlement effected by the indemnified party. (e) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding Action may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingAction, but the indemnifying party shall will not be bound by any determination of a Proceeding an Action so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Share Purchase Agreement (National Penn Bancshares Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), Proceeding or to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, Proceeding in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume join in the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court of competent jurisdiction located in the State of New York for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Acquisition Agreement (Production Resource Group LLC)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, if a claim is to be made against an indemnifying party under such Section, will give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a8.3(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Company and Kennilworth each hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Company or Kennilworth with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Exchange Agreement (Applied Magnetics Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.3, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Americas Shopping Mall Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 Section 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint -28- Neenah-Wausau Asset Purchase Agreement representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation; provided, however, that if the indemnifying party assumes the defense of such Proceeding, until the indemnifying party assumes full responsibility for all Damages resulting from such Proceeding and any subsequent claims or Proceedings relating to or arising from the matters at issue in such Proceeding, the indemnified party will have the right to participate in, and review and comment on the documentation relating to, the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, ’s consent; and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall automatically be deemed to have forfeited the right to defend such claim and will be bound by any determination made in such Proceeding or any reasonable compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wausau Paper Corp.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 5.2, 5.4 or 10.03 5.3 (but only to the extent provided in the last sentence of a claim for Damages or Section 5.3) of notice of the commencement of any Proceeding (including any claim for workers compensation benefits) against it, such indemnified party shallwill, if a claim is to be made with respect thereto against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a5.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently and reasonably incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If the indemnifying party does not deliver to the indemnified party within 90 days after the indemnified party's notice is given, a writing indicating that, based on the facts actually known to the indemnifying party at such time regarding such claim, the indemnifying party reasonably believes that (without taking into account the limitations contained in Sections 5.7, 5.8, 5.9 and 5.10) it is obligated to provide indemnification pursuant to this Article 5 on account of such claim (it being agreed that such writing shall not constitute any binding obligation or waiver of rights of the indemnifying party), or if, following the delivery of such writing or at any other time, the indemnifying party notifies the indemnified party that it no longer believes that it is obligated to provide indemnification for such claim pursuant to this Article 5 (which notice the indemnifying party shall provide to the indemnified party promptly following its becoming aware of facts or circumstances leading it so to believe), then, in either such case, the indemnified party shall be entitled to conduct the defense against such claim, at the expense of the indemnifying party and shall so notify the indemnifying party, and the indemnifying party will be bound by any determination of a Proceeding so defended but will not be bound by any compromise or settlement effected without its consent (which may not be unreasonably withheld). (c) Notwithstanding the foregoing, if a claim seeks injunctive or other equitable relief against an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it otherwise would be entitled reasonably likely to indemnification under this Agreementhave a material and adverse impact on the ability of the indemnified party to conduct its business in the ordinary course, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a third party against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Unit Purchase Agreement (Source Interlink Companies Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 SECTION 9.02 or 10.03 9.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimreceive such notice. (b) If any Proceeding referred to in Section 10.07(aSECTION 9.06(A) is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 ARTICLE IX for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).any

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2, 11.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 11.3) Section 11.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (NF Energy Saving Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) 10.6.2. If any Proceeding referred to in Section 10.07(a) 10.6.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 10.6.3. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (consent. 10.6.4. The Company hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may not have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be unreasonably withheld)served on the Company with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Purchase Agreement (Alliance Semiconductor Corp /De/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 51 (a) Promptly after receipt by an indemnified party under Section 10.02 11.2 or 10.03 11.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to may participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), ) to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall have no liability will not be liable with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 20 days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller and Buyer hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller or Buyer, as the case may be, with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Purchase Agreement (Scripps E W Co /De)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 8.2 ----------- or 10.03 Section 8.3 of a claim for Damages or notice of the commencement of any Proceeding (as defined ----------- below) against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a8.7(a) is brought against -------------- an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 VIII for any ------------ fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty or any violation of the rights of any Person person or entity and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying partyparty specifically identifying this Section 8.7(c), assume the exclusive right to -------------- defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) For the purposes of this Section 8.7, "Proceeding" means any ----------- action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);(d) multi- national organization or body; (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature; or (f) any arbitrator.

Appears in 1 contract

Samples: Stock Purchase Agreement (Industrial Training Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 Section 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent.. If notice is given to an (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harmonic Lightwaves Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 1 of a claim for Damages or this Indemnification Agreement of notice of any claim or the commencement of any Proceeding proceeding against itsuch indemnified party (in either case a "Proceeding"), such indemnified party shallwill, 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. The , but the failure of any indemnified to promptly notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except and solely to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against give such prompt notice. The indemnified party will cooperate with the claim indemnifying party (and its counsel and other agents and representatives), upon request and, to the extent reasonable, on an ongoing basis beginning from the date the indemnified party first receives notice (whether formal or otherwise prejudices otherwise) of an actual or potential third party claim. The indemnified party's duty of reasonable cooperation includes assisting in its own defense and the indemnifying party’s ability 's defense (if applicable); providing pertinent information to defend against the claimindemnifying party as reasonably requested; and providing the indemnifying party with access, upon reasonable request, to pertinent witnesses, documents, real property, tangible things, and evidence; provided that such access is used in a way to minimize disruption to the indemnified party and its business. (b) If any Proceeding referred to in Section 10.07(a2.1(a) is brought against an indemnified party and it such party gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it the indemnifying party wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its the indemnifying party's election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it such defense is diligently conducts such defenseconducted, be liable to the indemnified party under this Article 10 Indemnification Agreement for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Indemnification Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification (provided, however, that the indemnifying party may assume the defense with a reservation of its rights under this Indemnification Agreement for a period not to exceed sixty (60) days); (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements law or any violation of the rights of any Person individual or entity and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and ; (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent; and (iv) if the indemnified party refuses to consent to a bonafide offer to compromise or settle such claims which meets the conditions of clauses (A) and (B) of subsection (ii) above and the indemnifying party chooses not to agree to such bonafide offer without the indemnified party's consent, then the indemnifying party's liability with respect to such a Proceeding will be limited to the amount of the bonafide offer to compromise or settle. If notice is given to the indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within fifteen (15) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any good faith compromise or settlement effected by the indemnified party. A failure to provide notice within fifteen (15) days shall not, however, prejudice the indemnifying party's right to assume the defense at a later time. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability possibility that a Proceeding may adversely affect it such indemnified party or its the indemnified party's Affiliates other than as a result of monetary damages for which it the indemnified party would be entitled to indemnification under this Indemnification Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its the indemnifying party's consent (which may not be unreasonably withheld). (d) Each of the parties hereto hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Indemnification Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on it with respect to such a claim in the manner set forth in Section 4.4 of this Indemnification Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Hanover Direct Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 7.2, 7.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 7.3) Section 7.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a7.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (x) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (xi) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cxii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Xxxx and Hathaway hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Xxxx and Xxxxxxxx with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Purchase Agreement (Hathaway Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Timeline Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 Indemnified Party of a claim for Damages or notice of the commencement of any Proceeding against itProceeding, such indemnified party shallIndemnified Party will, if a claim is to be made against an indemnifying party under such Sectionpursuant to this Article 10, give notice (a “Claims Notice”) to the indemnifying party of the commencement of such claim. The the Proceeding, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to the Indemnified Party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimprovide timely notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party Upon receipt of the commencement of such Proceedinga Claims Notice, the indemnifying party will, unless the Proceeding involves Taxes which shall be governed by Section 9.6, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance assurances to the indemnified party Indemnified Party of its financial capacity to defend such Proceeding and provide the indemnification required by this Agreement with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Party and, after notice from the indemnifying party to the indemnified party Indemnified Party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Party under this Article 10 Section 10.6 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Party in connection with the defense of such Proceeding; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if a conflict or potential conflict exists between the Indemnified Party and the indemnifying party that would make such separate representation appropriate. If the indemnifying party assumes the defense of a Proceedingproceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's Indemnified Party’s consent unless (AI) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person other person and no effect on any other claims that may be made against the indemnified party, and Indemnified Party; (BII) the sole relief provided is monetary damages that are paid in full by the indemnifying party, party and (CIII) the indemnified party shall Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If a Claim Notice is given to an indemnifying party with respect to the commencement of any Proceeding and the indemnifying party does not, within 20 days after the Claim Notice is provided, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party shall will not be bound by any the determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). If the indemnifying party does not assume the defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including the settlement of such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions hereof.

Appears in 1 contract

Samples: Contribution Agreement

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 9.2, or 10.03 9.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a9.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith based upon a written and reasonable opinion of legal counsel that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. Notwithstanding anything to the contrary herein, the indemnifying party may participate in its own defense with respect to any Proceeding even though the indemnified party is permitted to defend itself under this section. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against which would adversely affect the indemnified partyoperation of the Business, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding . If notice is given to an indemnifying party of the foregoingcommencement of any Proceeding and the indemnifying party does not, if an within ten Business Days after the indemnified party determines in good faith that there party’s notice is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled given, give notice to indemnification under this Agreement, the indemnified party may, by notice of its election to the indemnifying party, assume the exclusive right to defend, compromise, or settle defense of such Proceeding, but the indemnifying party shall not will be bound to the indemnified party by any determination of a made in such Proceeding so defended or any compromise or settlement effected without its consent (by the indemnified party. If any indemnified party or indemnifying party disagrees with the manner in which may not the other is applying this Section 9.7(b), such party shall be unreasonably withheldentitled to, upon notice to the other, specifying in reasonable detail the basis for any such disagreement, an expedited resolution of such dispute in accordance with the procedures set forth in Section 10.6(b). (c) The indemnifying party hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified person for purposes of any claim that an indemnified person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on the indemnifying person with respect to such a claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mastec Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly 13.4.1. Subject to Section 13 hereof, promptly after receipt by an indemnified party under Section 10.02 13.2 or 10.03 13.3, of a claim for Damages or notice of the commencement of any Proceeding proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Section, promptly give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified promptly to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent that the defense or settlement of such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) 13.4.2. If any Proceeding proceeding referred to in Section 10.07(a) 13.4.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriatematerially prejudicial to the indemnified party or would be a prohibited conflict of interest, or (ii) the indemnifying party fails to provide such reasonable assurance to as may be requested in writing by the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 13 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding. If the indemnifying party assumes the defense of a Proceedingproceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent (i) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid otherwise specified in full writing by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages will be conclusively established for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).purposes of

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Products International Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2, 11.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 11.3) Section 11.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party maymay (at its own expense), by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Buyer and Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Equity Purchase Agreement (Zumiez Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.7.1 Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against itit (the "Proceeding"), such indemnified party shall, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) 10.7.2 If any Proceeding referred to in Section 10.07(a) 10.07.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 10.7.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). 10.7.4 Harvest and TRC hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Harvest with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Exchange Agreement (Harvest Restaurant Group Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 10.6.1. Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) 10.6.2. If any Proceeding referred to in Section 10.07(a) 10.6.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume assum e the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief r elief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 10.6.3. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (consent. 10.6.4. The Company hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may not have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be unreasonably withheld)served on the Company with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Purchase Agreement (Sandisk Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of If a claim for Damages or Person receives notice of the commencement of any Proceeding against itit which might give any party indemnification rights under this Section 10, then promptly thereafter such indemnified party shallPerson will, if a claim is to thus be made against an indemnifying party under such Sectionparty, give notice to the indemnifying such party of the commencement of such claim. The Proceeding, but the failure to notify such party will not relieve this Person of any indemnified party liability that it may have to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 such party, except to the extent such failure results in insufficient time being available to permit the indemnifying this party to effectively defend against the claim or otherwise prejudices is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.10(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateresult in a conflict of interests preventing such joint representation, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any material violation of the rights of any Person and no material effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding . If the foregoing, if an indemnifying party does not undertake to defend such matter to which the indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementhereunder within 10 days after receiving notice of the Proceeding's commencement, the indemnified party maymay undertake such defense through counsel of its choice, by notice to at the cost and expense of the indemnifying party, assume and the exclusive right to defend, compromise, or indemnified party may settle such Proceedingmatter, but and the indemnifying party shall not be bound reimburse the indemnified party for the amount paid in such settlement and any other liabilities, costs or expenses incurred by the indemnified party in connection therewith, provided, however, that under no circumstances shall the indemnified party settle any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).third

Appears in 1 contract

Samples: Merger Agreement (Packaged Ice Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 7.2 or 10.03 7.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a7.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateinappropriate due to a probable conflict of interest in the defenses available to the parties, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within twenty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party; provided that no compromise or settlement of the claim may be effected without the indemnifying party's consent, which will not be unreasonably withheld. Notwithstanding the foregoing, notice of any claim made against the Company or the Sellers, other than those arising as result of a breach of the representations and warranties made in Section 4, shall be provided to the Sellers' Representative, who shall have sole authority to respond to and compromise such claim in accordance with the foregoing provisions. Likewise, the Sellers' Representative shall have the sole authority to seek indemnification from Buyer pursuant to this Section 7 on behalf of the Sellers. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tickets Com Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under either Section 10.02 7.1, or 10.03 7.2 of a claim for Damages or notice of the commencement of any Proceeding proceeding against itit by a third party, such indemnified party shallwill, if a claim is to be made against an indemnifying party under either such Section, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying indemnified party’s ability failure to defend against the claim. (b) give such notice. b. If any Proceeding referred to in Section 10.07(a) proceeding is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (Aa) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, and (Bb) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. . If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (c10) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. c. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingproceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Purchase Agreement (Proxymed Inc /Ft Lauderdale/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Employment Agreement (Sona Development Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.1 Promptly after receipt by an indemnified party under Section 10.02 6 or 10.03 Section 7 of a claim for Damages or notice of the commencement of any Proceeding action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator (“Proceeding”) against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) 9.2 If any Proceeding referred to in Section 10.07(a) 9.1 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) 9.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). 9.4 Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Theron Resource Group)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party’s notice is received by the indemnifying party, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Cardiotech International Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party shallwill, 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. The claim or threatened Proceeding, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such failure results in insufficient time being available to permit action or the ability of the indemnifying party to effectively defend against obtain otherwise available insurance proceeds is materially prejudiced by the claim or otherwise prejudices the indemnifying indemnified party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications Central Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aduddell Industries Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 6.2 or 10.03 Section 6.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The Proceeding together with the estimated amount of claims under such Proceeding, but the failure of any indemnified party to give notice of a claim as provided notify the indemnifying party, or delay in this Section 10.07 shall such notification, will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive, or delay in giving, such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedinga Proceeding referred to in Section 6.5(a), the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, it being understood that the indemnifying party shall control such defense except as otherwise provided below, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (y) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent Consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cz) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consentConsent (which may not be unreasonably withheld). If an indemnifying party chooses to defend or prosecute a third-party claim, the indemnified party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the indemnifying party, the retention, and the provision to indemnifying party, of records and information reasonably relevant to such third-party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided thereunder. No indemnified party may settle or otherwise resolve any Proceeding, unless the indemnified party fully indemnifies the indemnifying party in writing with respect to such liability in a manner satisfactory to the indemnifying party. No indemnifying party shall be liable under this Section 6.5 for any settlement, compromise or discharge effected without its Consent in respect of any claim for which indemnity may be sought hereunder. No indemnified party shall take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder. (c) Notwithstanding the foregoing, if an indemnified party reasonably determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its Affiliates Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination will have no liability for the purposes of a Proceeding so defended this Agreement or any compromise or settlement effected without its consent Consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cohu Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 8.2, 8.5 or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 8.4) Section 8.4 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a8.10(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 8.10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, at the sole cost and expense of the indemnifying party, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Shareholders with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Merger Agreement (Rf Monolithics Inc /De/)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 10.2 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.2(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Stockholder hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Stockholder with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Merger Agreement (Wight George Jr)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying indemnified party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) Notwithstanding anything to the contrary contained herein, Buyer hereby covenants and agrees, which covenant and agreement shall survive Closing and shall not merge on Closing, that the Sellers shall have the exclusive right to negotiate, litigate and settle any matter disclosed in Schedule 3.15 and may at their cost engage and employ any counsel the Sellers deem appropriate to assist with any such matter; provided, that no compromise or settlement of such matters may be effected by Sellers without the Buyer’s consent, which consent shall not be unreasonably withheld. Buyer hereby covenants and agrees that it will make available to Sellers upon reasonable request all books, records and documents of the Company or in Buyer’s possession or control relating to any such matter and will also allow Sellers to have access to the staff members of the Company in connection with prosecuting or defending any such matter.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wireless Ronin Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is materially prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless if (i) the indemnifying party is also a acknowledges in writing to the indemnified party, without qualification or limitation, its obligation to indemnify the indemnified party to for all Damages arising from such Proceeding and (ii) provides the indemnified party determines in good faith with satisfactory assurances that joint representation would be inappropriateit has the financial ability to fully indemnify the indemnified party for such Damages, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to shall assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party. If notice is given to an indemnifying party and, after notice from of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts will be bound by any determination made in such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel Proceeding or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consentby the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, or if an indemnified party reasonably believes that it may not receive the indemnification to which it may be entitled from the indemnifying party, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Asset Purchase Agreement (West Pharmaceutical Services Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.3, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Representative Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) No Seller other than a Representative Seller may be liable for, or will be required to pay to any Indemnified Persons or Third Party any amount for any Damages, arising, directly or indirectly, from or in connection with this Agreement. No Seller other than a Representative Seller shall be liable to any Indemnified Persons or Third Party for Damages with respect to any Breaches. The Representative Sellers solely will be jointly and severally liable to any Indemnified Persons or third party for any and all Damages with respect to any Breaches or otherwise. (f) Should any Seller other than a Representative Seller be found liable or have to pay to any Third Party any amount for any Damages, arising, directly or indirectly, from or in connection with this Agreement, Representative Sellers agree to jointly and severally indemnify and hold harmless such Seller for any such Damages, and will pay to any such Seller the full amount of Damages.

Appears in 1 contract

Samples: Stock Purchase Agreement (Americas Shopping Mall Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against itan indemnified party under Section 9.2 or Section 9.3, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against give such notice. Any notice of a claim, event or matter as to which indemnity may be sought will include a reasonably detailed description of such claim, event or matter, the basis of the claim for indemnification, copies of material documentation reasonably accessible to or in the possession of the indemnified party that the indemnified party believes supports such claim for indemnification and a good faith estimate (if capable of then being estimated) of the amount of Damages incurred or which reasonably could be expected to be incurred by the indemnified party in connection with such claim. (b) If any Proceeding referred to in Section 10.07(a9.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ocwen Financial Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 9.2 or 10.03 9.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a9.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingparty, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within sixty days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not have the right to assume the defense of such proceeding pursuant to this Section 9.6. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 Section 10.3 of a claim for Damages or notice of the commencement of any Proceeding action, suit or proceeding (a “Proceeding”) against it, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim. The Proceeding, but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 except any liability that it may have to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices the indemnifying any indemnified party’s ability to defend against the claim. (b) If any Proceeding referred to in Section 10.07(a) for which indemnity is available under this Article X is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 X for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification under this Article X; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified any party entitled to indemnification hereunder determines in good faith that there is a reasonable probability that a an Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld, delayed or conditioned).

Appears in 1 contract

Samples: Interest Purchase Agreement (Allegro Biodiesel Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 Article X of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 X for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten Business Days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Emrise CORP)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.1, 11.2 or 10.03 11.3 of a claim for Damages or notice of the commencement of any Proceeding action, suit, arbitration, investigation or other proceeding (each a "Proceeding") against it, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sectionsection, give written notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against give such notice. Such notice shall describe the nature of the claim in reasonable detail, including a copy of the claim if such claim was made in writing, and will indicate the estimated amount, if practicable, of the Damages that have been or otherwise prejudices may be sustained by the indemnifying indemnified party’s ability to defend against the claim. (b) If any Proceeding referred to in Section 10.07(a11.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingparty, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 11.4 for any fees of other counsel (including the indemnified party's counsel) or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements legal requirements or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party or the settlement includes a complete and unconditional release of the indemnified party with respect to the third party's claims in the Proceeding, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, . If the indemnified party maydesires to participate in, by but not control, any such defense or settlement the indemnified party may do so at its sole cost and expense. The indemnified party shall cooperate with the indemnifying party's defense against any third party claim. If written notice as described in Section 11.4(a) is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within twenty (20) days after the indemnified party's notice is given, give notice to the indemnifying party, indemnified party of its election to assume the exclusive right to defend, compromise, or settle defense of such Proceeding, but the indemnifying party shall not will be bound by any determination of a made in such Proceeding so defended or any compromise or settlement effected without its consent by the indemnified party, subject to the provisions of this Article XI. (which may not be unreasonably withheld)c) All references in Sections 11.4 or 11.5 to items being at the cost or expense of the indemnifying party, or words of similar import, shall in no way limit the recovery of the indemnified party under the other provisions of Article XI.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atmos Energy Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 10.2, 10.3 or 10.03 10.4, of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Insignia Financial Group Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (C & F Financial Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 5.2 or 10.03 5.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a5.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Federal or state income Taxes of the indemnified party, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement it will be conclusively established for purposes of such this Agreement that the claims may be effected by made in that Proceeding are within the scope of and subject to indemnification. Neither the indemnified party nor the indemnifying party may concede, settle or compromise any claim without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consentwhich consent will not be unreasonably withheld. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Daily Journal Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under pursuant to Section 10.02 5.2, 5.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 5.3) Section 5.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a5.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under pursuant to this Article 10 V for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Purchase Agreement (Fishing Buddy Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding . If notice is given to an indemnifying party of the foregoingcommencement of any Proceeding and the indemnifying party does not, if an within thirty days after the indemnified party determines in good faith that there party’s notice is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled given, give notice to indemnification under this Agreement, the indemnified party may, by notice of its election to the indemnifying party, assume the exclusive right to defend, compromise, or settle defense of such Proceeding, but the indemnifying party shall not will be bound by any determination of a made in such Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)by the indemnified party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synnex Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Clause 8.2 or 10.03 8.3 of a claim for Damages or notice of the commencement of any Proceeding action or proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionClause, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying indemnified party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding action or proceeding referred to in Section 10.07(a) Clause 8.2 or 8.3 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingaction or proceeding, the indemnifying party shall will, be entitled to participate in such Proceeding action or proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding action or proceeding and the indemnified party determines in good faith that joint representation would be inappropriateresult in a conflict of interest, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding action or proceeding and provide indemnification with respect to such Proceedingaction or proceeding), to assume the defense of such Proceeding action or proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election so to assume the defense of such Proceedingaction or proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Clause 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingaction or proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingaction or proceeding. If the indemnifying party assumes the defense of a Proceedingan action or proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding such compromise or admission settlement includes an unconditional release of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall from all liability arising or that may arise out of such claim, action or proceeding. If the indemnifying party elects not to assume the defense of an action or proceeding, the indemnifying party will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding an action or proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingaction or proceeding in so far as it relates to the indemnified party, but the indemnifying party shall will not be bound by any determination of a Proceeding an action or proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheldwithheld or delayed).

Appears in 1 contract

Samples: Subscription and Purchase Agreement (The9 LTD)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2, 11.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 11.3) Section 11.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.9(a) is brought against an indemnified party and he, she or it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).such

Appears in 1 contract

Samples: Stock Purchase Agreement (Newmark Homes Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 this Agreement of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionSection 6.2 or 6.3, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) herein to be indemnified is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Imageware Systems Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 X for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, : (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Measurement Specialties Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 SECTION 9.02 or 10.03 9.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionsection, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimreceive such notice. (b) If any Proceeding referred to in Section 10.07(aSECTION 9.06(a) is brought against an indemnified party and it the indemnified party gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 ARTICLE IX for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).any

Appears in 1 contract

Samples: Asset Purchase Agreement (Eye Care Centers of America Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 10.2 or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying indemnified party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 X for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent (such consent to not be unreasonably withheld) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and ; (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent; and (iv) such compromise or settlement includes as an unconditional term thereof, the giving by the claimant or plaintiff to the indemnified party a release from all liability in respect of such indemnifiable claim. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.1 or 10.03 10.2 of written notice (a claim for Damages or notice "Notice of Claim") of the commencement of any Proceeding action, suit or proceeding against it, or written threat thereof, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sectioneither of said Sections, as applicable, give notice to the indemnifying party of the commencement of such claimaction, suit or proceeding. The failure indemnified party shall furnish to the indemnifying party in reasonable detail such information as the indemnified party may have with respect to such indemnification claims (including copies of any indemnified party summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or assenting the same). Subject to give notice of a claim as provided the limitations set forth in this Section 10.07 10.6(a), no failure or delay by the indemnified party in the performance of the foregoing shall not relieve reduce or otherwise affect the obligation of the indemnifying party of its obligations under this Article 10 to indemnify and hold the indemnified party harmless, except to the extent that such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices delay will have adversely affected the indemnifying party’s 's ability to defend against, settle or satisfy any action, suit or proceeding against it, damage, loss, claim or demand for which the claimindemnified party is entitled to indemnification hereunder. (b) If any Proceeding referred to the claim or demand set forth in Section 10.07(a) is brought against an the Notice of Claim given by the indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingis a claim or demand asserted by a third party, the indemnifying party shall be entitled have 30 days after the Date of Notice of Claim to participate notify the indemnified party in writing of its election to defend such Proceeding andthird-party claim or demand on behalf of the indemnified party. If the indemnifying party elects to defend such third-party claim or demand, the indemnified party shall make available to the extent indemnifying party and its agents and representatives all records and other materials that it wishes (unless (i) are reasonably required in the defense of such third-party claim or demand and shall otherwise cooperate with, and assist the indemnifying party in the defense of, such third-party claim or demand, and so long as the indemnifying party is also a defending such third-party to such Proceeding and claim in good faith, the indemnified party determines in good faith that joint representation would be inappropriateshall not pay, settle or (ii) compromise such third-party claim or demand. If the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity elects to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified third-party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or demand, the indemnifying party shall not, as long as it diligently conducts such defense, be liable have the right to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to control the defense of such Proceedingthird-party claim or demand, in each case subsequently incurred by at the indemnified party in connection with the defense of such Proceedingindemnifying party's own expense. If the indemnifying party assumes the defense of a Proceedingdoes not elect to defend such third-party claim or demand or does not defend such third-party claim or demand in good faith, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect the right, in addition to any compromise other right or settlement of remedy it may have hereunder, to defend such claims effected without its consentthird-party claim or demand at the indemnifying party's expense. (c) Notwithstanding In the foregoing, if an event any indemnified party determines in good faith shall have a claim under Section 10.1 or 10.2 against any indemnifying party that there is does not involve a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementthird party claim, the indemnified party may, by shall deliver a notice with reasonable promptness to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).. The

Appears in 1 contract

Samples: Stock Purchase Agreement (Resource America Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 11.2, 11.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 11.3) Section 11.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.9(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within thirty days after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding proceeding against itit to which the indemnification in this Section 9 relates, such indemnified party shall, if a claim is to be made against an indemnifying party under such SectionSection 9, give notice to the indemnifying party of the commencement of such claim. The proceeding, but the failure of any indemnified to so notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices that the indemnifying party’s ability , demonstrates that the defense of such proceeding is materially prejudiced by the indemnified party's failure to defend against the claimgive such notice. (b) If any Proceeding proceeding referred to in Section 10.07(aparagraph (a) above is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (A) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (B) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (Al) there is no finding or admission of any violation of Legal Requirements Law by the indemnified party (or any affiliate thereof) or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B2) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the . The indemnified party shall will have no liability with respect to any compromise or settlement of the claims underlying such claims proceeding effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, with respect to those issues, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceedingproceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld)consent.

Appears in 1 contract

Samples: Acquisition Agreement (Pennsylvania Real Estate Investment Trust)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party Indemnified Person under Section 10.02 11.2 or 10.03 Section 11.3, of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallIndemnified Person will, if a claim is to be made against an indemnifying party Person under such Section, give notice to the indemnifying party Person of the commencement of such claim. The , but the failure of any indemnified party to give notice of a claim as provided in this Section 10.07 shall notify the indemnifying Person will not relieve the indemnifying party Person of its obligations under this Article 10 any liability that it may have to any Indemnified Person, except to the extent such failure results in insufficient time being available to permit that the indemnifying party Person demonstrates that the defense of such action is prejudiced by the Indemnified Person's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a11.6(a) is brought against an indemnified party Indemnified Person and it gives notice to the indemnifying party Person of the commencement of such Proceeding, the indemnifying party shall Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party Person is also a party to such Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party Person fails to provide reasonable assurance to the indemnified party Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party Person to the indemnified party Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying party shall Person will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Article 10 11 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party Indemnified Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party Person assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party Person without the indemnified partyIndemnified Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyIndemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, Person; and (Cii) the indemnified party shall Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Person may, by notice to the indemnifying partyPerson, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Shareholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Shareholders with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Merger Agreement (Unit Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 8.2 or 10.03 8.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying indemnified party’s ability failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a8.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. Pending a final and binding determination of any such Proceeding, upon giving notice thereof to the indemnifying party, the indemnified party shall be entitled to set off any amount to which it may be entitled under this Section 8 against amounts otherwise payable or distributable by the indemnified party to the indemnifying party, including amounts distributable in respect of equity securities directly or indirectly owned by such indemnified party (such as in respect of trust shares of Compass Diversified Trust). If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's ’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) CGI and the Seller hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock and Note Purchase Agreement (Compass Group Diversified Holdings LLC)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) a. Promptly after receipt by an indemnified party under Section 10.02 or 10.03 6 of a claim for Damages or notice of the commencement of any Proceeding action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator (“Proceeding”) against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) b. If any Proceeding referred to in Section 10.07(a6.3(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 6 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) c. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). d. The Parties each hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Share Exchange Agreement (Versant International, Inc.)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.1 or 10.03 10.2 of written notice (a claim for Damages or notice "Notice of Claim") of the commencement of any Proceeding action, suit or proceeding against it, or written threat thereof, such indemnified party shall, if a claim is to be made against an indemnifying party under such Sectioneither of said Sections, as applicable, give notice to the indemnifying party of the commencement of such claimaction, suit or proceeding. The failure indemnified party shall furnish to the indemnifying party in reasonable detail such information as the indemnified party may have with respect to such indemnification claims (including copies of any indemnified party summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or assenting the same). Subject to give notice of a claim as provided the limitations set forth in this Section 10.07 10.6(a), no failure or delay by the indemnified party in the performance of the foregoing shall not relieve reduce or otherwise affect the obligation of the indemnifying party of its obligations under this Article 10 to indemnify and hold the indemnified party harmless, except to the extent that such failure results in insufficient time being available to permit the indemnifying party to effectively defend against the claim or otherwise prejudices delay will have adversely affected the indemnifying party’s 's ability to defend against, settle or satisfy any action, suit or proceeding against it, damage, loss, claim or demand for which the claimindemnified party is entitled to indemnification hereunder. (b) If any Proceeding referred to the claim or demand set forth in Section 10.07(a) is brought against an the Notice of Claim given by the indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingis a claim or demand asserted by a third party, the indemnifying party shall be entitled have 30 days after the Date of Notice of Claim to participate notify the indemnified party in writing of its election to defend such Proceeding andthird-party claim or demand on behalf of the indemnified party. If the indemnifying party elects to defend such third-party claim or demand, the indemnified party shall make available to the extent indemnifying party and its agents and representatives all records and other materials that it wishes (unless (i) are reasonably required in the defense of such third-party claim or demand and shall otherwise cooperate with, and assist the indemnifying party in the defense of, such third-party claim or demand, and so long as the indemnifying party is also a defending such third-party to such Proceeding and claim in good faith, the indemnified party determines in good faith that joint representation would be inappropriateshall not pay, settle or (ii) compromise such third-party claim or demand. If the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity elects to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified third-party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingclaim or demand, the indemnifying party shall not, as long as it diligently conducts such defense, be liable have the right to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to control the defense of such Proceedingthird-party claim or demand, in each case subsequently incurred by at the indemnified party in connection with the defense of such Proceedingindemnifying party's own expense. If the indemnifying party assumes does not elect to defend such third-party claim or demand or does not defend such third-party claim or demand in good faith, the defense of indemnified party shall have the right, in addition to any other right or remedy it may have hereunder, to defend such third-party claim or demand at the indemnifying party's expense. (c) In the event any indemnified party shall have a Proceedingclaim under Section 10.1 or 10.2 against any indemnifying party that does not involve a third party claim, no compromise or settlement of the indemnified party shall deliver a notice with reasonable promptness to the indemnifying party. The failure by any indemnified party to give an indemnity notice shall not impair such claims may be effected by party's rights hereunder except to the extent that an indemnifying party demonstrates that is has been materially prejudiced thereby. If the indemnifying party without notifies the indemnified party's consent unless (A) there is no finding party that it does not dispute the claim described in such notice or admission of any violation of Legal Requirements or any violation fails to notify the indemnified party within 30 calendar days whether the indemnifying party disputes the claim described in such indemnity notice, the amount specified in the notice will be conclusively deemed a liability of the rights indemnifying party under Section 10.1 or 10.2 and the indemnifying party shall pay or agree to release from escrow, as the case may be, the amount of any Person and no effect on any other claims that may be made against such loss to the indemnified partyparty on demand. If the indemnifying party has timely disputed its liability with respect to such claim, the indemnifying party and the indemnified party will proceed in good faith to negotiate a resolution of such dispute, and (B) the sole relief provided is monetary damages that are paid in full if not resolved through negotiation within 30 calendar days of timely response by the indemnifying party, and (C) the indemnified party such dispute shall have no liability with respect to any compromise or settlement be resolved by litigation in a court of such claims effected without its consentcompetent jurisdiction. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Fidelity Leasing Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shall, if a claim is to be made against an indemnifying party under such Section, An Indemnified Person shall promptly give notice to the each indemnifying party after obtaining knowledge of any matter as to which recovery may be sought against such indemnifying party because of the commencement indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit such indemnifying party or parties to assume the defense of any such claim or any Proceeding resulting from such claim. The ; provided, however, that failure of to promptly give any indemnified party to give such notice of a claim as shall not affect the indemnification provided in under this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 except to the extent such failure results indemnifying party or parties shall have been actually and materially prejudiced as a result of such failure. Notwithstanding the foregoing, an indemnifying party or parties may not assume the defense of any such third-party claim or Proceeding if they do not demonstrate to the reasonable satisfaction of the Indemnified Person that they have adequate financial resources to defend such claim or Proceeding and pay any and all Damages that may result therefrom, or if the claim or Proceeding (i) could result in insufficient time being available imprisonment of the Indemnified Person, (ii) could result in a criminal penalty or fine against the Indemnified Person, the consequences of which would be reasonably likely to permit have a Material Adverse Effect on the Indemnified Person unrelated to the size of such penalty or fine, or (iii) could result in an equitable remedy which would materially impair the Indemnified Person's ability to exercise its rights under this Agreement, or impair ICC's right or ability to operate the business of Company. If an indemnifying party or parties assume the defense of such third party claim or Proceeding, such indemnifying party or parties shall agree prior thereto, in writing, that they are liable under this Section 10 to indemnify the Indemnified Persons in accordance with the terms contained herein in respect of such third party claim or Proceeding, shall conduct such defense diligently, shall have full and complete control over the conduct of such third party claim or Proceeding on behalf of the Indemnified Person and shall, in their sole discretion, have the sole right to decide all matters of procedure, strategy, substance and settlement relating to such third party claim or Proceeding; provided, however, that any counsel chosen by such indemnifying party or parties to conduct such defense shall be reasonably satisfactory to the Indemnified Person. The Indemnified Person may participate in such third party claim or Proceeding and retain separate co-counsel at its sole cost and expense (except that the indemnifying party or parties shall be responsible for the reasonable fees and expenses of one separate co-counsel for the Indemnified Person to effectively defend against the extent the Indemnified Person is advised by its counsel that the counsel the indemnifying party or parties have selected has a conflict of interest) and the indemnifying party or parties will not without the written consent of the Indemnified Person consent to the entry of any judgment or enter into any settlement with respect to such third party claim or otherwise prejudices Proceeding that does not include a provision whereby the plaintiff or the claimant in the matter releases the Indemnified Person from all liability with respect thereto. Failure by an indemnifying party or parties to notify the Indemnified Person of their election to defend any such third party claim or Proceeding by a third party within thirty (30) days after notice thereof shall have been given to such indemnifying party or parties by the Indemnified Person shall be deemed a waiver by such indemnifying party or parties of their right to defend such third party claim or Proceeding. In the event more than one of Majority Shareholders is the indemnifying party’s ability , then Majority Shareholders shall appoint one of them to defend against act on the claimbehalf of such Majority Shareholders in connection with the defense of any third-party claim or Proceeding pursuant to this Section 10.4. If the Company Shareholders are the indemnifying parties, their representative under the Escrow Agreement shall conduct such defense on their behalf. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the no indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, permitted or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), elects to assume the defense of any such Proceeding with counsel reasonably satisfactory to third party claim or Proceeding, the indemnified party shall diligently defend against such claim or Proceeding in such manner as it may deem appropriate and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of in such Proceedingevent, the indemnifying party or parties shall not, as long as it diligently conducts such defense, be liable to promptly reimburse the indemnified party under this Article 10 for any fees of other counsel all reasonable out-of-pocket costs and expenses, legal or any other expenses with respect to the defense of such Proceedingotherwise, in each case subsequently incurred by the indemnified party and its affiliates in connection with the defense of against such claim or Proceeding, as such costs and expenses are incurred. If Any counsel chosen by such indemnified party to conduct such defense must be reasonably satisfactory to the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyparties, and only one counsel (Bin addition to local counsel, if required) the sole relief provided shall be retained to represent all indemnified parties in an action (except that if litigation is monetary damages that are paid pending in full by the indemnifying party, and (C) the indemnified party shall have no liability more than one jurisdiction with respect to any compromise or settlement of an action, one such claims effected without its consentcounsel may be retained in each jurisdiction in which such litigation is pending). (c) Notwithstanding the foregoing, if an The indemnified party determines will cooperate in good faith that there is a all reasonable probability that a respects with any indemnifying party in the conduct of any third party claim or Proceeding may adversely affect it or its Affiliates other than as a result to which such indemnifying party assumes the defense. For the cooperation of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party maypursuant to this Section 10.3, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party or parties shall not be bound promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by any determination of a Proceeding so defended the indemnified party or any compromise or settlement effected without its consent (which may not be unreasonably withheld)affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 1 contract

Samples: Merger Agreement (Internet Commerce Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Sections 11.2, or 10.03 11.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the The indemnifying party of will, unless the commencement of such Proceedingclaim involves Taxes, the indemnifying party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 11 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent; provided however, that if such consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (C) the indemnified party shall have no liability with respect to any a compromise or settlement of such claims is withheld by the indemnified party, the indemnifying party shall only be liable to the indemnified party for the compromise or settlement amount that the indemnifying party has negotiated regarding such Proceeding. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected without its consentby the indemnified party with the consent of the indemnifying party (which consent shall not be unreasonably withheld). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates any Related Person other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Stockholders hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served by an indemnified party on Stockholders with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Triumph Group Inc /)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 6.2 or 10.03 Section 6.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a6.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 VI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Simclar Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 Articles 10.2, or 10.03 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such SectionArticle, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(aArticle 10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (C) the ii)the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within sixty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not have the right to assume the defense of such proceeding pursuant to this Section 10.6. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 9.2 or 10.03 9.3, of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a9.7(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) The Companies, the Shareholders, and the Purchaser hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Per Se Technologies Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 1. Promptly after receipt by an indemnified party under Section 10.02 8.2 or 10.03 8.3 of a claim for Damages or notice of the commencement of any Proceeding proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) 2. If any Proceeding proceeding referred to in Section 10.07(a8.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, consent; and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. . If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten (c10) Notwithstanding days after the foregoingindemnified party's notice is given, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled give notice to indemnification under this Agreement, the indemnified party may, by notice of its election to the indemnifying party, assume the exclusive right to defenddefense of such proceeding, compromise, or settle such Proceeding, but the indemnifying party shall not will be bound by any determination of a Proceeding so defended made in such proceeding or any compromise or settlement effected without its consent (which may not be unreasonably withheld)by the indemnified party.

Appears in 1 contract

Samples: Purchase Agreement (X Ceed Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 Section 10.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers and Buyer hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Second Bancorp Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), Proceeding or to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 11 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, Proceeding in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, party and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 30 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume join in the exclusive right to defend, compromise, compromise or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Acquisition Agreement (Production Resource Group LLC)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of If a claim for Damages or Person receives notice of the commencement of any Proceeding against itit which might give any party indemnification rights under this Section 10, then promptly thereafter such indemnified party shallPerson will, if a claim is to thus be made against an indemnifying party under such Sectionparty, give notice to the indemnifying such party of the commencement of such claim. The Proceeding, but the failure to notify such party will not relieve this Person of any indemnified party liability that it may have to give notice of a claim as provided in this Section 10.07 shall not relieve the indemnifying party of its obligations under this Article 10 such party, except to the extent such failure results in insufficient time being available to permit the indemnifying this party to effectively defend against the claim or otherwise prejudices is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.10(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriateresult in a conflict of interests preventing such joint representation, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any material violation of the rights of any Person and no material effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) Notwithstanding . If the foregoing, if an indemnifying party does not undertake to defend such matter to which the indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementhereunder within 10 days after receiving notice of the Proceeding's commencement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Merger Agreement (Packaged Ice Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party, absent gross negligence or willful misconduct on the part of the indemnified party. Notwithstanding the foregoing, the indemnified party in such cases shall use its reasonable best efforts to provide notice of material events in any Proceeding and attempt to obtain the consent of the indemnifying party to any compromise or settlement. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers and Buyer hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers or Buyer with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morrison Health Care Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 9.2, 9.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 9.3) Section 9.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a9.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Merger Agreement (Enterprise Software Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 9.2 or 10.03 Section 9.3 of a claim for Damages or notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claim. (b) give such notice. If any Proceeding referred to in Section 10.07(a9.8(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) . If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). The Parties hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dixie Group Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2, 10.4, or 10.03 (to the extent provided in the last sentence of a claim for Damages or Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party shallwill, 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. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party to effectively defend against demonstrates that the claim or otherwise prejudices defense of such action is prejudiced by the indemnifying party’s ability 's failure to defend against the claimgive such notice. (b) If any Proceeding referred to in Section 10.07(a10.5(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, ; or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, Proceeding (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on Seller with respect to such a claim anywhere in the world.

Appears in 1 contract

Samples: Purchase Agreement (Goldspring Inc)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 or 10.03 of a claim for Damages or notice of the commencement of any Proceeding proceeding against it, such indemnified party shallwill, if a claim is to be made against an indemnifying party under such Sectionparty, give notice to the indemnifying party of the commencement of such claim. The , but the failure of any indemnified to notify the indemnifying party to give notice of a claim as provided in this Section 10.07 shall will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices the indemnifying party’s ability to defend against the claimgive such notice. (b) If any Proceeding proceeding referred to in Section 10.07(a8.4(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceedingproceeding, the indemnifying party shall will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceedingproceeding, the indemnifying party shall will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceedingproceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceedingproceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements federal, state or local laws, orders, ordinances or regulations or any violation of the rights of any Person person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, ; and (Cii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding proceeding may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to at its own expense, participate in the indemnifying party, assume the exclusive right to defenddefense, compromise, or settle settlement of such Proceedingproceeding, but the indemnifying party shall will not be bound by any determination of a Proceeding proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Polyphase Corp)

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an indemnified party under Section 10.02 10.2 or 10.03 10.3 of notice of the assertion of a claim for Damages or notice of the commencement of any Proceeding against itit (a "Claim"), such indemnified party shallwill, if a claim Claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. The Claim (with a copy to the Secured Lenders and their counsel), but the failure of any indemnified to notify the indemnifying party (or to give notice of provide a claim as provided in this Section 10.07 shall copy to the Secured Lenders and their counsel) will not relieve the indemnifying party of its obligations under this Article 10 any liability that it may have to any indemnified party, except to the extent such failure results in insufficient time being available to permit that the indemnifying party 39 demonstrates that the defense of such action is prejudiced by the indemnified party's failure to effectively defend against the claim or otherwise prejudices give such notice. The indemnified party shall deliver to the indemnifying party (with a copy to the Secured Lenders and their counsel), within five business days after the indemnified party’s ability 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to defend against the claimClaim. (b) If any Proceeding Claim referred to in Section 10.07(a10.7(a) is asserted or brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such ProceedingClaim, the indemnifying party shall (and the Secured Lenders) will be entitled to participate in such Proceeding the defense of the Claim and, to the extent that it wishes they wish, exercisable by written notice to the indemnified party within 10 days of receipt of notice from the indemnified party of a Claim (unless (i) the indemnifying party (or any Secured Lender) is also a party to such a Proceeding involving a Claim and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding Claim and provide indemnification with respect to such ProceedingClaim), to assume the defense of such Proceeding Claim with counsel reasonably satisfactory to the indemnified party and, after such notice from the indemnifying party or the Secured Lenders to the indemnified party of its their election to assume the defense of such ProceedingClaim, the indemnifying party shall (or the Secured Lenders) will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such ProceedingClaim, in each case subsequently incurred by the indemnified party in connection with the defense of such ProceedingClaim, other than reasonable costs of investigation or if the indemnified party has assumed the defense as provided in Section 10.7(c). In any event, the indemnified party shall have the right to participate in the defense of the Claim. If the indemnifying party assumes (or the Secured Lenders) assume the defense of a ProceedingClaim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims Claims may be effected by the indemnifying party (or the Secured Lenders) without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party, party (or the Secured Lenders); and (Ciii) the indemnified party shall will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party (and the Secured Lenders) of the assertion of or commencement of any Proceeding involving a Claim and the indemnifying party (or the Secured Lenders) do not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of their election to assume the defense of such Claim, the indemnified party shall have the right to undertake the defense of such claim on behalf of the indemnifying party and the indemnifying party (and, if applicable, the Secured Lenders) will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding Claim may adversely affect it or its Affiliates affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying partyparty (with a copy to the Secured Lenders and their counsel), assume the exclusive right to defend, compromise, or settle such Proceeding, Claim but the indemnifying party shall will not be bound by any determination of a Proceeding Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each indemnifying party hereby consents to the non-exclusive jurisdiction of any court in which a Claim is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Agreement with respect to such Claim or the matters alleged therein, and agrees that process may be served on the indemnifying party with respect to such a Claim anywhere in the world provided a reasonable period of time is allowed to respond to such process.

Appears in 1 contract

Samples: Asset Purchase Agreement (Royster-Clark Inc)