Common use of Procedure for Making Claims Clause in Contracts

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification from the Shareholder pursuant to the provisions of this Section 11, the Purchaser shall promptly deliver to the Shareholders a certificate signed by the Chairman of the Board or Chief Executive Officer of the Purchaser (the "Notice of Claim") stating that the Purchaser or the 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 11, 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 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 the Shareholders shall relieve the Shareholders from liability only if they are prejudiced thereby. 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 the Shareholders. The Purchaser and/or the Company, as the case may be, shall provide to the Shareholders prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or the Company and shall extend full and timely assistance and cooperation in the investigation and defense of the claim, suit or action, with respect to which such indemnification is claimed. Shareholders, in the defense of any such claim, suit, action or proceeding, shall not con sent to the entry of any judgment or decree except with the written consent of Purchaser or the Company, nor enter into any settlement (except the written consent of the Purchaser or the Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchaser or 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, Purchaser and 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 to claim indemnification from by the Shareholder Sellers pursuant to the provisions of this Section 1110, the Purchaser shall promptly deliver to the Shareholders Sellers a certificate signed by the Chairman of the Board Board, President or Chief Executive Officer Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser Purchaser, the Company or the CompanyCar-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 1110, 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 lossLoss, 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 the Shareholders shall relieve the Shareholders from liability only if they are prejudiced thereby. The Shareholders Sellers 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 the ShareholdersSellers. The Purchaser and/or Purchaser, the CompanyCompany and the Car-Mart Subsidiaries, as the case may be, shall provide to the Shareholders Sellers prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser Purchaser, the Company or the Company Car-Mart Subsidiaries and shall extend full and timely assistance and in the cooperation in the investigation and of the defense of the claim, suit or action, with respect to which such indemnification is claimed. ShareholdersThe Sellers, in the defense of any such claim, suit, action or proceeding, shall not con sent consent to the entry of any judgment or decree except with the written consent of Purchaser or the CompanyPurchaser, the Company and the Car-Mart Subsidiaries, nor enter into any settlement (except the written consent of the Purchaser or and the Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchaser or 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, Purchaser and 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.the

Procedure for Making Claims. If and whenever the Purchaser desires to claim indemnification from by the Shareholder pursuant to the provisions of this Section 1110, the Purchaser shall promptly deliver to the Shareholders Shareholder a certificate signed by the Chairman of the Board Board, President or Chief Executive Officer Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or the CompanyCorporation, 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 11, 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 loss10, 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 the Shareholders Shareholder shall relieve the Shareholders Shareholder from liability only if they are he is prejudiced thereby. The Shareholders Shareholder 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 the ShareholdersShareholder. The Purchaser and/or and the CompanyCorporation, as the case may be, shall provide to the Shareholders Shareholder prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or the Company Corporation and shall extend full and timely assistance and in the cooperation in the investigation and of the defense of the claim, suit or action, with respect to which such indemnification is claimed. ShareholdersThe Shareholder, in the defense of any such claim, suit, action or proceeding, shall not con sent consent to the entry of any judgment or decree except with the written consent of the Purchaser or and the CompanyCorporation, nor enter into any settlement (except the written consent of the Purchaser or and the CompanyCorporation) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser or and the Company 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 Company 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. 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 to claim indemnification from by the Shareholder pursuant to the provisions of this Section 1110, the Purchaser shall promptly deliver to the Shareholders a certificate signed by the Chairman of the Board or Board, Chief Executive Officer Officer, President or Vice President of the Purchaser (the "Notice of Claim") (i) stating that the Purchaser or the 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 1110, 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 the Shareholders shall relieve the Shareholders from liability only if they are prejudiced thereby. 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 the Shareholders. The Purchaser and/or and the Company, as the case may be, shall provide to the Shareholders prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or the Company and shall extend full and timely assistance and in the cooperation in the investigation and of the defense of the claim, suit or action, with respect to which such indemnification is claimed. The Shareholders, in the defense of any such claim, suit, action or proceeding, shall not con sent to the entry of any judgment or decree except with the written consent of the Purchaser or and the Company, nor enter into any settlement (except the written consent of the Purchaser or and the Company) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Purchaser or and 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 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. 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 from the Shareholder Purchaser pursuant to the provisions of this Section 1112, the Purchaser Shareholders shall promptly deliver to the Shareholders Purchaser a certificate signed by the Chairman of the Board or Chief Executive Officer of the Purchaser Shareholders (the "Notice of Claim") stating that the Purchaser or the CompanyShareholders, 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 11, 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 loss12, and 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 the Shareholders Purchaser shall relieve the Shareholders Purchaser from liability only if they are it is prejudiced thereby. The Shareholders Purchaser shall have the right to contest (prior to payment or entry of into an agreement to pay) and defend any claim by a third party at the expense of the ShareholdersPurchaser. The Purchaser and/or the Company, as the case may be, Shareholders shall provide to the Shareholders Purchaser prompt and complete disclosure of all pertinent information in the possession of or available to the Purchaser or the Company Shareholders and shall extend full and timely assistance and in the cooperation in the investigation and of the defense of the claim, suit or action, with respect to which such indemnification is claimed. ShareholdersThe Purchaser, in the defense of any such claim, suit, action or proceeding, shall not con sent to the entry of any judgment or decree except with the written consent of Purchaser or the Company, Shareholders nor enter into any settlement (except with the written consent of the Purchaser or the CompanyShareholders) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Purchaser or the Company 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, Purchaser and Company the 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 Purchaser, the Purchaser and the Shareholders and/or Company regarding how the defense of such claim should be handled, the decision of the Shareholders Purchaser shall control.