Procedure with Respect to Third-Party Claims. (a) If a Party is threatened with or becomes subject to a third party Claim, and such Party (the “Claiming Party”) believes it has a claim entitled to indemnification from the other Party (the “Responding Party”) as provided in Section 9.1 as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for the Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party will not relieve the Responding Party of liability hereunder except to the extent that the defense of the Claim is prejudiced by the failure to give the notice.
(b) If any Proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to Section 9.3(a), the Responding Party may participate in the Proceeding and, to the extent that it wishes, to assume the defense of the Proceeding, if (i) the Responding Party provides written notice to the Claiming Party that the Responding Party intends to undertake the defense, (ii) the Responding Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Claiming Party, and (iii) if the Responding Party is a party to the Proceeding, the Responding Party or the Claiming Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest. The Claiming Party may, in its sole discretion, employ separate counsel (who may be selected by the Claiming Party in its sole discretion) in any such action and to participate in the defense thereof, and the Claiming Party shall pay the fees and expenses of its counsel. The Claiming Party shall cooperate with the Responding Party and its counsel in the defense or compromise of the Claim. If the Responding Party assumes the defense of a Proceeding, no compromise or settlement of the Claims may be effected by the Responding Party without the Claiming Party’s consent unless (x) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other Claims that may be made against the Claiming Party, and (y) the sole relief provided is monetary damages that the Responding Party pays in full.
(c) If notice is given to the Responding Party of the commencement of any third-party Proceeding and the Responding Party does not, within 14 days after the Claiming Party’s notice is given pursuan...
Procedure with Respect to Third-Party Claims. (a) If a Buyer Indemnitee receives notice of any matter involving a Claim asserted by a third party that would give rise to an indemnification Claim against the Indemnitor, then Buyer Indemnitee shall, as promptly as is practicable, deliver to the Indemnitor a written notice describing, to the extent practicable, such matter in reasonable detail. The failure to make timely delivery of such written notice by Buyer Indemnitee to the Indemnitor shall not relieve the Indemnitor from any Liability under this Article IX with respect to such matter, except to the extent the Indemnitor is actually materially prejudiced.
(b) The Indemnitor shall have the right, at its option, to assume the defense of any such matter with its own counsel, but only if the Indemnitor simultaneously agrees to fully indemnify Buyer Indemnitee for such matter. Notwithstanding anything to the contrary contained in this Article IX, the Indemnitor shall not have the option to assume the defense of any such third party Claim (i) which seeks any remedy other than monetary damages, (ii) which seeks monetary damages in an amount that exceeds the portion of the Subsequent Payment Amount then remaining to be paid to Seller (less all then pending and unpaid indemnification Claims) (iii) which Claim, or the assumption by the Indemnitor of the defense of which Claim, Buyer Indemnitee reasonably determines (A) could adversely affect the continuing business operations of Buyer Indemnitee or any of its Affiliates or their relationships with customers, clients, suppliers or other third parties with whom Buyer Indemnitee or any of its Affiliates has a material business relationship, (B) would reasonably pose significant legal, financial, regulatory or reputational risk or exposure to Buyer Indemnitee or (C) is a Claim involving a criminal matter or Litigation in which the third party is a Governmental Authority (in which case Buyer Indemnitee shall have the right to control the defense of such matter and the Indemnitor shall have the right to participate in the defense of such matter at the Indemnitor’s own cost and expense) or (iv) which claim is covered by the R&W Insurance Policy and the Losses arising from or relating to such Claim are in excess (or are reasonably likely to be in excess) of the retention under such R&W Insurance Policy.
(c) If the Indemnitor is able to and elects to assume the defense of any such matter, then:
(i) Buyer Indemnitee shall have the right to participate in the defense of...
Procedure with Respect to Third-Party Claims. (a) If any Party becomes subject to a pending or threatened claim of a third party and such Party (the “Claiming Party”) believes it has a claim against the other Party (the “Responding Party”) as a result, then the Claiming Party shall promptly notify the Responding Party in writing of the basis for such claim setting forth the nature of the claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the defense of such claim is materially prejudiced by the failure to give such notice.
(b) If any proceeding is brought by a third party against a Claiming Party and the Claiming Party gives notice to the Responding Party pursuant to this Section 9.5 (
Procedure with Respect to Third-Party Claims. 79 10.7.Procedures with Respect to Retained Seller Actions 80 10.8.Access to Information 81 11.1.Notices 81 11.2.Entire Agreement 82 11.3.Expenses 83 11.4.Disclosure 83 11.5.Waiver 83 11.6.Amendment 83 00.0.Xx Third Party Beneficiary 83 11.8.Assignment; Binding Effect 84 11.9.Specific Performance 84 11.10.Headings 84 11.11.Invalid Provisions 84 11.12.Counterparts; Facsimile 84
Procedure with Respect to Third-Party Claims. If any Party (or as to Buyer after the Closing, any Acquired Company) becomes subject to a pending Claim or Claim threatened in writing by a third party and such Party (the “Claiming Party”) believes it has a Claim against another Party (the “Responding Party”) under this Article X as a result, then the Claiming Party shall notify the Responding Party in writing of the basis for such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Claiming Party to so notify the Responding Party shall not relieve the Responding Party of liability hereunder except to the extent that the defense of such Claim is prejudiced by the failure to give such notice.
