Common use of Procedure for Making Claims Clause in Contracts

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst pursuant to the provisions of Section 9, the Purchaser shall promptly deliver to Catalyst a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVS, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 9, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst shall relieve Catalyst from liability only if he is prejudiced thereby. Catalyst shall have the right to defend any claim by a third party at the expense of Catalyst. The Purchaser and MVS, as the case may be, shall provide to Catalyst prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. Catalyst, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, nor enter into any settlement (except the written consent of the Purchaser and MVS) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst Trust B pursuant to the provisions of Section 9, the Purchaser shall promptly deliver to Catalyst Trust B a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVSthe Corporation, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 9, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst Trust B shall relieve Catalyst Trust B from liability only if he it is prejudiced thereby. Catalyst Trust B shall have the right to defend any claim by a third party at the expense of Catalyst. Trust B. The Purchaser and MVSthe Corporation, as the case may be, shall provide to Catalyst Trust B prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS the Corporation and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystTrust B, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVSthe Corporation, nor enter into any settlement (except the written consent of the Purchaser and MVSthe Corporation) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS the Corporation of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS the Corporation shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst from the Shareholder pursuant to the provisions of this Section 911, the Purchaser shall promptly deliver to Catalyst the Shareholders a certificate signed by the Chairman of the Board, President Board or Vice President Chief Executive Officer of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVSthe Company, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 911, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Shareholders shall relieve Catalyst the Shareholders from liability only if he is they are prejudiced thereby. Catalyst The Shareholders shall have the right to contest (prior to payment or entry of an agreement to pay) and defend any claim by a third party at the expense of Catalystthe Shareholders. The Purchaser and MVSand/or the Company, as the case may be, shall provide to Catalyst the Shareholders prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS the Company and shall extend full and timely assistance in the and cooperation in the investigation of the and defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystShareholders, in the defense of any such claim, suit, action or proceeding, shall not consent con sent to the entry of any judgment or decree except with the written consent of Purchaser or the Purchaser and MVSCompany, nor enter into any settlement (except the written consent of the Purchaser and MVSor the Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchaser or the Purchaser and MVS Company of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS Company shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense. Provided, however, should a dispute arise between Purchaser, Shareholders and/or Company regarding how the defense of such claim should be handled, the decision of the Shareholders shall control.

Procedure for Making Claims. If and whenever the Purchaser desires Shareholders (collectively and individually) desire to claim indemnification by Catalyst from the Purchaser pursuant to the provisions of this Section 912, the Purchaser Shareholders shall promptly deliver to Catalyst the Purchaser a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser Shareholders (the "Notice of Claim") (i) stating that the Purchaser or MVSShareholders, their heirs, personal representatives, successors and or assigns, has have paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser Shareholders is entitled to indemnification pursuant to this Section 912, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentationmisrep resentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Purchaser shall relieve Catalyst the Purchaser from liability only if he it is prejudiced thereby. Catalyst The Purchaser shall have the right to contest (prior to payment or entry into an agreement to pay) and defend any claim by a third party at the expense of Catalystthe Purchaser. The Purchaser and MVS, as the case may be, Shareholders shall provide to Catalyst the Purchaser prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS Shareholders and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Purchaser, in the defense of any such claim, suit, action or proceeding, shall not consent con sent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, Shareholders nor enter into any settlement (except with the written consent of the Purchaser and MVSShareholders) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS Shareholders of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS Shareholders shall have the right (but shall not be obligated) to participate in such defense through counsel of its their own selection and at its their own expense. Provided, however, should a dispute arise between the Purchaser and the Shareholders regarding how the defense of such claim should be handled, the decision of the Purchaser shall control.

Procedure for Making Claims. If and whenever the Purchaser Seller desires to claim indemnification by Catalyst the Purchaser pursuant to the provisions of this Section 910, the Purchaser Seller shall promptly deliver to Catalyst the Purchaser a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser Seller (the "Notice of Claim") (i) stating that the Purchaser Seller, its successors or MVS, their successors and assigns, has have paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser Seller is entitled to indemnification pursuant to this Section 910, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Purchaser shall relieve Catalyst the Purchaser from liability only if he it is prejudiced thereby. Catalyst The Purchaser shall have the right to defend any claim by a third party at the expense of Catalystthe Purchaser. The Purchaser and MVS, as the case may be, Seller shall provide to Catalyst the Purchaser prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS Seller and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Purchaser, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, Seller nor enter into any settlement (except the written consent of the Purchaser and MVSSeller) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS Seller of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS Seller shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.to

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst the Sellers pursuant to the provisions of this Section 910, the Purchaser shall promptly deliver to Catalyst the Sellers a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser Purchaser, the Company or MVSthe Car-Mart Subsidiaries, their successors and assigns, has paid or properly accrued losses, damages or expenses Losses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 910, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a Loss, and (ii) specifying the individual items of loss, damage or expense Loss included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst shall relieve Catalyst from liability only if he is prejudiced thereby. Catalyst The Sellers shall have the right to defend any claim by a third party at the expense of Catalystthe Sellers. The Purchaser Purchaser, the Company and MVSthe Car-Mart Subsidiaries, as the case may be, shall provide to Catalyst the Sellers prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser Purchaser, the Company or MVS the Car-Mart Subsidiaries and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Sellers, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser Purchaser, the Company and MVSthe Car-Mart Subsidiaries, nor enter into any settlement (except the written consent of the Purchaser and MVSthe Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.the

Procedure for Making Claims. If and whenever the Purchaser Seller desires to claim indemnification by Catalyst Purchaser pursuant to the provisions of this Section 912, the Purchaser Seller shall promptly deliver to Catalyst Purchaser a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser Seller (the "Notice of Claim") (i) stating that the Purchaser or MVSSeller, their its successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser Seller is entitled to indemnification pursuant to this Section 912, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst Purchaser shall relieve Catalyst Purchaser from liability only if he it is prejudiced thereby. Catalyst Purchaser shall have the right to defend any claim by a third party at the expense of CatalystPurchaser. The Purchaser and MVS, as the case may be, Seller shall provide to Catalyst Purchaser prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS Seller and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystPurchaser, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, Seller nor enter into any settlement (except the written consent of the Purchaser and MVSSeller) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS Seller of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS Seller shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense. Each Purchaser's indemnity obligation hereunder shall not be joint and several, but rather be limited solely to each Purchaser's respective ownership interest in the Company as of the Closing Date.

Procedure for Making Claims. If and whenever when the Purchaser or Company desires to claim indemnification by Catalyst the Seller pursuant to the provisions of Section 9this Section, the Purchaser shall promptly deliver to Catalyst the Seller within 20 days of its receipt of a claim, a certificate signed by the Chairman of the Board, President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVS, their successors and assigns, Company has paid or properly accrued or anticipates that it may be required to accrue losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 9Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. In the event that Purchaser fails to give notice within the 20 day period and Seller is harmed due to the delay, providedPurchaser shall waive its claim to the extent of harm caused Seller by the delay. If Seller objects to such claim or needs more information, howeverit may deliver written notice of objection (the "Notice of Objection") to the Purchaser within ten (10) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such ten (10) day period, failure the Seller shall be deemed to notify Catalyst have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, and shall relieve Catalyst from liability only thereupon pay to the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall assert any claim or bring any action against the Purchaser or Company which, if he is prejudiced therebysuccessful, might result in a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c), except that the notice periods for both parties shall be thirty (30) days instead of 20/10 days. Catalyst Thereafter, the Seller shall have the right to defend any such claim by a third party or action at the expense of Catalyst. The Purchaser its own expense, and MVS, as the case may be, shall provide to Catalyst prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. Catalyst, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, nor enter into any settlement (except the written consent of the Purchaser and MVS) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at its own expensethe risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolution.

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst the Shareholder pursuant to the provisions of Section 910, the Purchaser shall promptly deliver to Catalyst the Shareholder a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVSthe Corporation, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 910, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Shareholder shall relieve Catalyst the Shareholder from liability only if he is prejudiced thereby. Catalyst The Shareholder shall have the right to defend any claim by a third party at the expense of Catalystthe Shareholder. The Purchaser and MVSthe Corporation, as the case may be, shall provide to Catalyst the Shareholder prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS the Corporation and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Shareholder, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVSthe Corporation, nor enter into any settlement (except the written consent of the Purchaser and MVSthe Corporation) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS the Corporation of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS the Corporation shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.

Procedure for Making Claims. If and whenever the Purchaser Seller desires to claim indemnification by Catalyst the Purchaser pursuant to the provisions of this Section 910, the Purchaser Seller shall promptly deliver to Catalyst the Purchaser a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser Seller (the "Notice of Claim") (i) 70. stating that the Purchaser Seller, its successors or MVS, their successors and assigns, has have paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser Seller is entitled to indemnification pursuant to this Section 910, and (ii) 70. specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Purchaser shall relieve Catalyst the Purchaser from liability only if he it is prejudiced thereby. Catalyst The Purchaser shall have the right to defend any claim by a third party at the expense of Catalystthe Purchaser. The Purchaser and MVS, as the case may be, Seller shall provide to Catalyst the Purchaser prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS Seller and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Purchaser, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, Seller nor enter into any settlement (except the written consent of the Purchaser and MVSSeller) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS Seller of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS Seller shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense. 71.

Procedure for Making Claims. If and whenever when the Purchaser or Company desires to claim indemnification by Catalyst the Seller pursuant to the provisions of Section 9this Section, the Purchaser shall promptly deliver to Catalyst the Seller within 30 days of its receipt of a claim, a certificate signed by the Chairman of the Board, President or any Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVS, their successors and assigns, Company has paid or properly accrued or anticipated that it may be required to accrue losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 9Section, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued accrued, if any, and the nature of the misrepresentation, breach of warranty or claim to which such item is related. If Seller objects to such claim or needs more information, providedit may deliver written notice of objection (the "Notice of Objection") to the Purchaser within thirty (30) days after the Purchaser's delivery of the Notice of Claim to Seller. The Notice of Objection shall set forth the grounds upon which the objection is based. If no Notice of Objection shall have been so delivered within such thirty (30) day period, howeverthe Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Notice of Claim for the full amount thereof, failure and shall thereupon pay to notify Catalyst the Purchaser, on demand, in cash, an amount equal to the amount of such claim or claims. If any third party shall relieve Catalyst from liability only assert any claim or bring any action against the Purchaser or Company which, if he is prejudiced therebysuccessful, might result in a right of indemnification hereunder, the Seller shall be given written notice thereof in accordance with the provisions of this Section 11(c). Catalyst Thereafter, the Seller shall have the right to defend any such claim by a third party or action at the expense of Catalyst. The Purchaser its own expense, and MVS, as the case may be, shall provide to Catalyst prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. Catalyst, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVS, nor enter into any settlement (except the written consent of the Purchaser and MVS) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection choice (which counsel shall be reasonably satisfactory to Purchaser). If Seller fails or refuses to provide a defense to any third party claim, the Purchaser shall have the right to undertake the defense, compromise or settlement of such claims, through counsel of its own choice, on behalf of and for the account and at its own expensethe risk of Seller and Seller shall be obligated to pay the costs, expenses, and attorneys' fees incurred by Purchaser in connection with such third party claim. Purchaser agrees that it will not compromise or settle any claim without the consent of Seller, which consent shall not be unreasonably withheld. In any event, Purchaser, Company and Seller shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement, or other attempted resolution. The above provisions shall be reciprocal with respect to claims for indemnification made by Seller against Purchaser.

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst the Seller pursuant to the provisions of this Section 9, the Purchaser shall promptly deliver to Catalyst the Seller a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) 63. stating that the Purchaser or MVSPurchaser, their its successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 9, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) 63. specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Seller shall relieve Catalyst the Seller from liability only if he it is prejudiced thereby. Catalyst The Seller shall have the right to defend any claim by a third party at the expense of Catalystthe Seller. The Purchaser and MVS, as the case may be, shall provide to Catalyst the Seller prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Seller, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVSPurchaser, nor enter into any settlement (except the written consent of the Purchaser and MVSPurchaser) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense. 64.

Procedure for Making Claims. If Subject to Seller's rights, duties and obligations as a debtor-in-possession in the Bankruptcy Proceeding, if and whenever the Purchaser desires to claim indemnification by Catalyst Seller pursuant to the provisions of this Section 911, the Purchaser shall promptly deliver to Catalyst Seller a certificate signed by the Chairman of the Board, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVSthe Company, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 911, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst Seller shall relieve Catalyst Seller from liability only if he is they are prejudiced thereby. Catalyst Seller shall have the right to defend any claim by a third party at the expense of CatalystSeller. The Purchaser and MVSthe Company, as the case may be, shall provide to Catalyst Seller prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS the Company and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystSeller, in the defense of any such suit, action or proceeding, shall not consent to the entry of any judgment or decree except with the written consent of the Purchaser and MVSthe Company, nor enter into any settlement (except the written consent of the Purchaser and MVSthe Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS the Company of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS the Company shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification by Catalyst the Shareholder pursuant to the provisions of this Section 910, the Purchaser shall promptly deliver to Catalyst the Shareholders a certificate signed by the Chairman of the Board, Chief Executive Officer, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or MVSthe Company, their successors and assigns, has paid or properly accrued losses, damages or expenses in an aggregate stated amount to which the Purchaser is entitled to indemnification pursuant to this Section 910, provided, however, such notice shall be given prior to the payment of an indemnity item if reasonable in light of the circumstances causing, or threatening to cause, a loss, and (ii) specifying the individual items of loss, damage or expense included in the amount so stated, the date each such item was paid or properly accrued and the nature of the misrepresentation, breach of warranty or claim to which such item is related, provided, however, failure to notify Catalyst the Shareholders shall relieve Catalyst the Shareholders from liability only if he is they are prejudiced thereby. Catalyst The Shareholders shall have the right to defend any claim by a third party at the expense of Catalystthe Shareholders. The Purchaser and MVSthe Company, as the case may be, shall provide to Catalyst the Shareholders prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or MVS the Company and shall extend full and timely assistance in the cooperation in the investigation of the defense of the claim, suit or action, with respect to which such indemnification is claimed. CatalystThe Shareholders, in the defense of any such suit, action or proceeding, shall not consent con sent to the entry of any judgment or decree except with the written consent of the Purchaser and MVSthe Company, nor enter into any settlement (except the written consent of the Purchaser and MVSthe Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser and MVS the Company of a release from every liability in respect of such claim, suit, action or proceeding. In any defense of any claim by a third party, the Purchaser and MVS the Company shall have the right (but shall not be obligated) to participate in such defense through counsel of its own selection and at its own expense.