Procedure for Third Party Claims. The obligations and liabilities of each Party with respect to Third-Party Claims shall be subject to the following terms and conditions:
(i) Promptly upon receiving a written notice of a Third-Party Claim, the Indemnifying Party may elect, at its sole option, to undertake the defense thereof by outside counsel of its own choosing, which outside counsel shall be reasonably satisfactory to the Indemnified Party, by sending written notice of its election to the Indemnified Party; provided however, that if, in the Indemnified Party’s and the Indemnifying Party’s reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim, or if the Indemnifying Party elects not to defend or otherwise does not promptly defend such Third-Party Claim, such Indemnified Party shall be entitled to undertake the defense of, and to compromise or settle, such Third-Party Claim on behalf, for the account, and at the risk of the Indemnifying Party, to the extent that the Indemnifying Party is determined to be obligated to indemnify the Indemnified Party under this Agreement with respect to such Third-Party Claim. The written notice of the Third-Party Claim shall contain all material information known to the Indemnified Party with respect to such Third-Party Claim and shall include copies of materials submitted to Indemnified Party by the Third-Party with respect to such Third-Party Claim.
(ii) If the Indemnifying Party elects to undertake and diligently pursue the defense of a Third-Party Claim hereunder, the Indemnifying Party shall control all aspects of the defense and settlement of such Third-Party Claim and may settle, compromise or enter into a judgment with respect to such Third-Party Claim; provided that the Indemnifying Party shall not enter into any such settlement, compromise or judgment without the prior written consent of the Indemnified Party if such settlement, compromise or judgment would result in the imposition of any non-monetary liability or obligation on the Indemnified Party. If the Indemnifying Party assumes control of the defense under this Article 9, the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith and may employ, at any time, a separate outside counsel to represent it; provided however, that the Indemnified Party shall be solely responsible for the costs and expenses of any such separate outside counsel. If the Indemnified Party u...
Procedure for Third Party Claims. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (other than Tax Matters) shall be made in accordance with the following procedures. In the event an Indemnified Party becomes aware of a third party claim which such Indemnified Party reasonably believes may result in a Loss, such Indemnified Party shall promptly notify the Stockholder Representative of such claim by delivery of an Officer’s Certificate to such Stockholder Representative. Delay or failure in so notifying the Stockholder Representative shall relieve the Stockholders of their obligations under this Article VII only to the extent, if at all, that such Stockholders are prejudiced by reason of such delay or failure. If there is a third party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued in defense of such third party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. Within thirty (30) days after delivery of such Officer’s Certificate, the Stockholder Representative may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim if (1) the Stockholder Representative provides written notice to such Indemnified Party that the Stockholder Representative intends to undertake such defense and that the Stockholders will indemnify the Indemnified Parties against all Losses resulting from or relating to such third-party claim; (2) the Stockholder Representative provides such Indemnified Party with evidence reasonably acceptable to such Indemnified Party that the Stockholders will have the financial resources to defend against the third-party claimant and fulfill their indemnification obligations hereunder; (3) the third-party claim involves only monetary damages that will be fully covered by the Indemnity Escrow Fund (taking into account all other pending claims against the Indemnity Escrow Fund) and does not seek an injunction or other equitable relief; (4) settlement of or an adverse judgment with respect to the third-party claim is not, in the good faith judgment of CS, likely to establish a precedent adverse to the continuing business of CS, and (5) the defense of the third-party claim is conducted actively and diligently by legal counsel reasonably acceptable to such Indemnified Party. If the Stockholder Representati...
Procedure for Third Party Claims. Any person that intends to claim indemnification under this Article 13 (an "Indemnitee") arising out of a Third Party claim shall promptly notify the indemnifying party (the "Indemnitor") of such claim in respect of which the Indemnitee intends to claim such indemnifi- cation, and the Indemnitor shall, to the extent applicable, assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses thereof to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. The parties' indemnity obligations under this Article 13 shall not apply to amounts paid in settlement of any loss, claim, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. Any Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if materially prejudicial to the Indemnitor's ability to defend such action, shall relieve the Indemnitor of any liability to the Indemnitee under this Article 13, but not any liability that it may have to the Indemnitee otherwise than under this Article 13. The Indemnitee and its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification.
Procedure for Third Party Claims. If the claim notified pursuant to Clause 13.1 and 13.2 is a result of or connected with a claim by or liability to a third party, then:
13.5.1 no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser or any other member of the Purchaser’s Group and the claim shall not be compromised, disposed of or settled without the express prior written consent of the Seller;
13.5.2 the Seller shall be entitled at its own expense and in its absolute discretion, upon approval by the Purchaser which shall not be unreasonably withheld to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals; and
13.5.3 where the Seller has received approval pursuant to Clause 13.5.2:
(a) the Purchaser shall, and shall procure that the other members of the Purchaser’s Group shall give, subject to their being paid all reasonable costs and expenses, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request for the purpose referred to in Clause 13.5.2, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member of the Purchaser’s Group concerned but in accordance with the Seller’s instructions; and
(b) the Seller shall keep the Purchaser informed of all relevant matters relating to the claim and shall promptly forward or procure to be forwarded to the Purchaser copies of all correspondence and other written communications relating to the claim.
Procedure for Third Party Claims. 7.10.1 Despite any other provision of this Agreement, if the Buyer is required by applicable Law to make a payment into court, into escrow, or to any third party, with respect to a Third Party Claim related to the period before Closing before the completion of related settlement negotiations or legal proceedings, the Buyer may make the required payment and the Seller will, promptly after demand by the Buyer, reimburse the Buyer for the required payment made. If the Seller makes that reimbursement in full, and if the amount of any liability of the Buyer under the Third Party Claim in respect of which the required payment was made, as finally determined, is less than the amount that was paid by the Seller to the Buyer, the Buyer will, promptly after recovery of the surplus amount left over from the required payment, pay that surplus amount to the Seller.
7.10.2 The Buyer must notify the Seller of any Third Party Claim within a reasonable time of becoming aware of it and must provide all information regarding the Third Party Claim available to the Buyer including the amount of the estimated Loss arising from the Third Party Claim.
7.10.3 The Buyer will promptly deliver to the Seller copies of all correspondence, notices, assessments or other written Communication received by the Buyer in respect of any Third Party Claim.
7.10.4 The Buyer will not negotiate, settle, compromise or pay any Third Party Claim with respect to which it has asserted or proposes to assert an Indemnity Claim, without the prior written consent of the Seller, which consent will not be unreasonably withheld.
7.10.5 The Buyer will not cause or permit the termination of any right of appeal in respect of any Third Party Claim which is or might become the basis of an Indemnity Claim without giving the Seller written notice of the contemplated or potential termination in time to grant the Seller an opportunity to contest the Third Party Claim.
7.10.6 If the Seller first acknowledges in writing its obligation to satisfy an Indemnity Claim to the extent of any binding determination or settlement in connection with a Third Party Claim (or enters into arrangements otherwise satisfactory to the Buyer), in any legal or administrative proceeding in connection with the matters forming the basis of a Third Party Claim, the following will apply:
7.10.6.1 the Seller will have the right, subject to the rights of any Person having potential liability for it, by written notice delivered to the Buyer within ...
Procedure for Third Party Claims. (i) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Company Indemnitee of actual Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.
(ii) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be
Procedure for Third Party Claims. (a) Promptly after obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the party seeking indemnification shall give written notice of such claim ("Notice of Claim") to the other party. The Notice of Claim shall set forth a brief description of the facts giving rise to such claim and the amount (or a reasonable estimate) of the liability, loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification.
(b) Upon receiving the Notice of Claim, the indemnifying party shall resist, settle or otherwise dispose of such claim in such manner as it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all settlements, judgments, costs and expenses, including the reasonable fees and expenses of any counsel retained. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless: (i) the employment has been specifically authorized by the indemnifying party in writing; (ii) the indemnifying party has improperly failed to assume the defense and employ counsel; or
Procedure for Third Party Claims. 49 Section 10.06 Procedure for Direct Claims . . . . . . . . . . . . . . . 51 Article XI - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Procedure for Third Party Claims. DIGEX will assume the defense -------------------------------- of any Loss covered by Section 15(a) ("Indemnification by DIGEX: General") that is a claim by a third party against Pandesic. The Pandesic Indemnified Person shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense or other opposition of any Loss through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. The Pandesic Indemnified Person shall, at DIGEX's expense, (i) at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to DIGEX upon request, and (ii) not compromise or settle such Loss without the prior written consent of DIGEX. If DIGEX proposes to settle or compromise any Loss, DIGEX shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement or compromise) to the Pandesic Indemnified Person within a reasonable time prior to effecting such settlement or compromise. Notwithstanding anything contained herein to the contrary, the Pandesic Indemnified Person shall have the right to object to the settlement or compromise of any such Loss whereupon (i) the Pandesic Indemnified Person will assume the defense or other opposition of any such Loss and (ii) DIGEX shall be released from any and all liability with respect to any such Loss to the extent that such liability exceeds the liability which DIGEX would have had in respect of such a settlement or compromise.
Procedure for Third Party Claims. If a Buyer Indemnitee receives written notice of any claim that gives rise to indemnification under this Article X, resulting from or arising out of any Action against such Buyer Indemnitee by a Person that is not a party hereto (such claim, excluding any claims related to Taxes, a “Third Party Claim”), such Buyer Indemnitee shall be entitled, in its absolute discretion, to take any such action as it may deem appropriate to avoid, dispute, resist, appeal or settle such Action, but it shall, so far as reasonably practicable, consult with the Seller prior to taking any such action.
