Common use of Procedures Concerning Claims by Third Parties; Payment of Damages Clause in Contracts

Procedures Concerning Claims by Third Parties; Payment of Damages. etc. --- (a) If any Legal Action is instituted or asserted by any person other than such indemnified party in respect of which payment may be sought hereunder, the indemnified party will reasonably and promptly cause written notice of the assertion of any Legal Action of which it has knowledge which is covered by the indemnities under Section 10.1 to be forwarded to the indemnifying party. In such event, the indemnifying party will have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any Claims instituted or asserted by any Person other than such indemnified party and indemnified against hereunder; provided, however, that no settlement thereof will be made without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any such Claims, it will within thirty (30) days of receipt of said notice (or sooner, if the nature of the Legal Action so requires) notify in writing the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such Claims, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Claims under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Legal Action. If the indemnified party defends any Legal Action, then the indemnifying party will reimburse the indemnified party for reasonable Claims incurred in defending such Legal Action upon a final determination that the indemnified party was entitled to indemnity hereunder. Neither the indemnifying party nor the indemnified party may settle any Legal Action without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party will assume the defense of any Legal Action instituted or asserted by any Person other than an indemnified party, the indemnified party may participate, at such party's own expense, in the defense of such Legal Action. (b) After any final judgment or award will have been rendered by a court, arbitration board (which may be engaged upon the consent of each of the indemnifying party and the indemnified parties) or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement will have been consummated, or the indemnified party and the indemnifying party will have arrived at a mutually binding agreement with respect to a Legal Action hereunder, the indemnifying party will pay all of the sums due and owing to the indemnified party by wire transfer of immediately available funds, or by delivery of shares of VIALOG Stock, as permitted pursuant to the definition of Indemnity Value in Article 12, within five business days after the date of notice of such judgment or award conditioned, however, on the indemnifying party having been finally determined by the parties' agreement or by final court or arbitration that the indemnifying party is obligated hereunder to make said payment and subject to the provisions of this Article 10. (c) The failure of the indemnified party to give reasonably prompt notice of any Legal Action instituted or asserted by any Person other than such indemnified party and indemnified against hereunder will not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss or material prejudice as a result of such failure. (d) No legal action to enforce a Claim for indemnity will be stayed or dismissed for failure to join one or more indemnifying parties or to permit an indemnifying party to cross-claim against another indemnifying party, nor will the failure to join as indemnifying party be deemed grounds for preventing a separate or subsequent Legal Action to enforce a Claim for indemnification against such party, each such Legal Action being deemed a separate and independent Claim for indemnification. A Legal Action to enforce a Claim for indemnity may be instituted in the Commonwealth of Massachusetts, or the jurisdiction to which each Party consents, or any other state having jurisdiction with respect thereto.

Procedures Concerning Claims by Third Parties; Payment of Damages. etc. --- (a) If any Legal Action is instituted or asserted by any person other than such indemnified party in respect of which payment may be sought hereunder, the indemnified party will reasonably and promptly cause written notice of the assertion of any Legal Action of which it has knowledge which is covered by the indemnities under Section 10.1 to be forwarded to the indemnifying party. In such event, the indemnifying party will have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any Claims instituted or asserted by any Person other than such indemnified party and indemnified against hereunder; provided, however, that no settlement thereof will be made without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any such Claims, it will within thirty (30) days of receipt of said notice (or sooner, if the nature of the Legal Action so requires) notify in writing the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such Claims, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Claims under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Legal Action. If the indemnified party defends any Legal Action, then the indemnifying party will reimburse the indemnified party for reasonable Claims incurred in defending such Legal Action upon a final determination that the indemnified party was entitled to indemnity hereunder. Neither the indemnifying party nor the indemnified party may settle any Legal Action without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party will assume the defense of any Legal Action instituted or asserted by any Person other than an indemnified party, the indemnified party may participate, at such party's own expense, in the defense of such Legal Action. (b) After any final judgment or award will have been rendered by a court, arbitration board (which may be engaged upon the consent of each of the indemnifying party and the indemnified parties) or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement will have been consummated, or the indemnified party and the indemnifying party will have arrived at a mutually binding agreement with respect to a Legal Action hereunder, the indemnifying party will pay all of the sums due and owing to the indemnified party by wire transfer of immediately available funds, or by delivery of shares of VIALOG Stock, as permitted pursuant to the definition of Indemnity Value in Article 12, within five business days after the date of notice of such judgment or award conditioned, however, on the indemnifying party having been finally determined by the parties' agreement or by final court or arbitration that the indemnifying party is obligated hereunder to make said payment and subject to the provisions of this Article 10. (c) The failure of the indemnified party to give reasonably prompt notice of any Legal Action instituted or asserted by any Person other than such indemnified party and 60 indemnified against hereunder will not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss or material prejudice as a result of such failure. (d) No legal action to enforce a Claim for indemnity will be stayed or dismissed for failure to join one or more indemnifying parties or to permit an indemnifying party to cross-claim against another indemnifying party, nor will the failure to join as indemnifying party be deemed grounds for preventing a separate or subsequent Legal Action to enforce a Claim for indemnification against such party, each such Legal Action being deemed a separate and independent Claim for indemnification. A Legal Action to enforce a Claim for indemnity may be instituted in the Commonwealth of Massachusetts, or the jurisdiction to which each Party consents, or any other state having jurisdiction with respect thereto.

Procedures Concerning Claims by Third Parties; Payment of Damages. etcEtc. ------- (a) If any Legal Action is instituted or asserted by any person other than such indemnified party in respect of which payment may be sought hereunder, the indemnified party will reasonably and promptly cause written notice of the assertion of any Legal Action of which it has knowledge which is covered by the indemnities under Section 10.1 to be forwarded to the indemnifying party. In such event, the indemnifying party will have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any Claims instituted or asserted by any Person other than such indemnified party and indemnified against hereunder; provided, however, that no settlement thereof will be made without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any such Claims, it will within thirty (30) days of receipt of said notice (or sooner, if the nature of the Legal Action so requires) notify in writing the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such Claims, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Claims under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Legal Action. If the indemnified party defends any Legal Action, then the indemnifying party will reimburse the indemnified party for reasonable Claims incurred in defending such Legal Action upon a final determination that the indemnified party was entitled to indemnity hereunder. Neither the indemnifying party nor the indemnified party may settle any Legal Action without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party will assume the defense of any Legal Action instituted or asserted by any Person other than an indemnified party, the indemnified party may participate, at such party's own expense, in the defense of such Legal Action. (b) After any final judgment or award will have been rendered by a court, arbitration board (which may be engaged upon the consent of each of the indemnifying party and the indemnified parties) or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement will have been consummated, or the indemnified party and the indemnifying party will have arrived at a mutually binding agreement with respect to a Legal Action hereunder, the indemnifying party will pay all of the sums due and owing to the indemnified party by wire transfer of immediately available funds, or by delivery of shares of VIALOG Stock, as permitted pursuant to the definition of Indemnity Value in Article 12, within five business days after the date of notice of such judgment or award conditioned, however, on the indemnifying party having been finally determined by the parties' agreement or by final court or arbitration that the indemnifying party is obligated hereunder to make said payment and subject to the provisions of this Article 10. (c) The failure of the indemnified party to give reasonably prompt notice of any Legal Action instituted or asserted by any Person other than such indemnified party and indemnified against hereunder will not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss or material prejudice as a result of such failure. (d) No legal action to enforce a Claim for indemnity will be stayed or dismissed for failure to join one or more indemnifying parties or to permit an indemnifying party to cross-claim against another indemnifying party, nor will the failure to join as indemnifying party be deemed grounds for preventing a separate or subsequent Legal Action to enforce a Claim for indemnification against such party, each such Legal Action being deemed a separate and independent Claim for indemnification. A Legal Action to enforce a Claim for indemnity may be instituted in the Commonwealth of Massachusetts, or the jurisdiction to which each Party consents, or any other state having jurisdiction with respect thereto.

Procedures Concerning Claims by Third Parties; Payment of Damages. etc. --- (a) If any Legal Action is instituted or asserted by any person other than such indemnified party in respect of which payment may be sought hereunder, the indemnified party will reasonably and promptly cause written notice of the assertion of any Legal Action of which it has knowledge which is covered by the indemnities under Section 10.1 to be forwarded to the indemnifying party. In such event, the indemnifying party will have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any Claims instituted or asserted by any Person other than such indemnified party and indemnified against hereunder; provided, however, that no settlement thereof will be made without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any such Claims, it will within thirty (30) days of receipt of said notice (or sooner, if the nature of the Legal Action so requires) notify in writing the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such Claims, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Claims under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Legal Action. If the indemnified party defends any Legal Action, then the indemnifying party will reimburse the indemnified party for reasonable Claims incurred in defending such Legal Action upon a final determination that the indemnified party was entitled to indemnity hereunder. Neither the indemnifying party nor the indemnified party may settle any Legal Action without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party will assume the defense of any Legal Action instituted or asserted by any Person other than an indemnified party, the indemnified party may participate, at such party's own expense, in the defense of such Legal Action. (b) After any final judgment or award will have been rendered by a court, arbitration board (which may be engaged upon the consent of each of the indemnifying party and the indemnified parties) or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement will have been consummated, or the indemnified party and the indemnifying party will have arrived at a mutually binding agreement with respect to a Legal Action hereunder, the indemnifying party will pay all of the sums due and owing to the indemnified party by wire transfer of immediately available funds, or by delivery of shares of VIALOG Stock, as permitted pursuant to the definition of Indemnity Value in Article 12, within five business days after the date of notice of such judgment or award conditioned, however, on the indemnifying party having been finally determined by the parties' agreement or by final court or arbitration that the indemnifying party is obligated hereunder to make said payment and subject to the provisions of this Article 10. (c) The failure of the indemnified party to give reasonably prompt notice of any Legal Action instituted or asserted by any Person other than such indemnified party and indemnified against hereunder will not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss or material prejudice as a result of such failure. (d) No legal action to enforce a Claim for indemnity will be stayed or dismissed for failure to join one or more indemnifying parties or to permit an indemnifying party to cross-claim against another indemnifying party, nor will the failure to join as indemnifying party be deemed grounds for preventing a separate or subsequent Legal Action to enforce a Claim for indemnification against such party, each such Legal Action being deemed a separate and independent Claim for indemnification. A Legal Action to enforce a Claim for indemnity may be instituted in the Commonwealth of Massachusetts, or the jurisdiction to which each Party consents, or any other state having jurisdiction with respect thereto.

Procedures Concerning Claims by Third Parties; Payment of Damages. etcEtc. --- (a) If any Legal Action Claim is instituted or asserted by any person other than such indemnified party in respect of which payment may be sought hereunder, the indemnified party will reasonably and promptly cause written notice of the assertion of any Legal Action Claim of which it has knowledge which is covered by the indemnities under Section 10.1 to be forwarded to the indemnifying partyparty within 10 days of learning of the event giving rise to the indemnity. In such event, the indemnifying party will have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any Claims Claim instituted or asserted by any Person other than such indemnified party and indemnified against hereunder; provided, however, that no settlement thereof will be made without the prior written consent of the indemnified party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Legal Action which related to any such ClaimsClaim, it will within thirty five (305) days of receipt of said notice (or sooner, if the nature of the Legal Action Claim so requires) notify in writing the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Legal Action which relates to any such ClaimsClaim, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Claims Claim under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Legal ActionClaim. If the indemnified party defends any Legal ActionClaim, then the indemnifying party will reimburse the indemnified party for reasonable Claims incurred in defending such Legal Action Claim upon a final determination that the indemnified party was entitled to indemnity hereunder. Neither the indemnifying party nor the indemnified party may settle any Legal Action Claim without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. If the indemnifying party will assume the defense of any Legal Action Claim instituted or asserted by any Person other than an indemnified party, the indemnified party may participate, at such party's own expense, in the defense of such Legal ActionClaim. (b) After any final judgment or award will have been rendered by a court, arbitration board (which may be engaged upon the consent of each of the indemnifying party and the indemnified parties) or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement will have been consummated, or the indemnified party and the indemnifying party will have arrived at a mutually binding agreement with respect to a Legal Action Claim hereunder, the indemnifying party will pay all of the sums due and owing to the indemnified party by wire transfer of immediately available funds, or by delivery of shares of VIALOG Stock, as permitted pursuant to the definition of Indemnity Value in Article 12, within five business days after the date of notice of such judgment or award conditioned, however, on the indemnifying party having been finally determined by the parties' agreement or by final court or arbitration that the indemnifying party is obligated hereunder to make said payment and subject to the provisions of this Article 10. (c) The failure of the indemnified party to give reasonably prompt notice of any Legal Action Claim instituted or asserted by any Person other than such indemnified party and indemnified against hereunder will not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss or material prejudice as a result of such failure. (d) No legal action to enforce a Claim for indemnity will be stayed or dismissed for failure to join one or more indemnifying parties or to permit an indemnifying party to cross-claim against another indemnifying party, nor will the failure to join as indemnifying party be deemed grounds for preventing a separate or subsequent Legal Action to enforce a Claim for indemnification against such party, each such Legal Action being deemed a separate and independent Claim for indemnification. A Legal Action to enforce a Claim for indemnity may be instituted in the Commonwealth of Massachusetts, or the jurisdiction to which each Party consents, or any other state having jurisdiction with respect thereto.