Procedures for Establishment of Deficiencies Sample Clauses

Procedures for Establishment of Deficiencies. (i) In the event that any claim shall be asserted against a party which, if sustained, would result in a Deficiency, the indemnified party, within a reasonable time after learning of such claim, shall notify the indemnifying party of such claim, and shall extend to the indemnifying party a reasonable opportunity to defend against such claim, at the indemnifying party’s sole expense and through legal counsel reasonably satisfactory to the indemnified party, provided that the indemnifying party proceeds in good faith, expeditiously and diligently. The indemnified party shall, at its option and expense, have the right to participate in any defense undertaken by the indemnifying party with legal counsel of its own selection. If the indemnifying party, in the reasonable judgment of the indemnified party, has failed to prosecute such defense in good faith in an expeditious and diligent manner, the indemnified party shall have the right to defend and/or settle such claim on behalf of the indemnifying party. No settlement or compromise of any claim which may result in a Deficiency may be made by the indemnifying party without the prior written consent of the indemnified party unless the proposed settlement is solely a monetary settlement and prior to such settlement or compromise the indemnifying party acknowledges in writing the indemnifying party obligation to pay in full the amount of the settlement and all associated expenses and the indemnified party is furnished with either (A) security reasonably satisfactory to the indemnified party that the indemnifying party will in fact pay such amount and expenses, or (B) a full release from the claimant in form and substance reasonably satisfactory to the indemnified party.
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Procedures for Establishment of Deficiencies. (a) In the event that any claim shall be asserted by any third party against the Buyer Indemnitees or Seller Indemnitees (in either case, the "Indemnitees"), which, if sustained, would result in a Buyer Deficiency or a Seller Deficiency (in either case, a "Deficiency"), then the Indemnitees, within a reasonable time after learning of such claim, shall notify the party required to indemnify the Indemnitees under the terms of Section 5.2(a) or 5.2(b), as applicable (the "Indemnifying Party") of such claim, and shall extend to the Indemnifying Party a reasonable opportunity to defend against such claim, at the Indemnifying Party's sole expense and through legal counsel acceptable to the Indemnitees, provided that the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnitees shall, at their option and expense, with respect to claims not solely for money damages, have the right to participate in any defense undertaken by the Indemnifying Party with legal counsel of their own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the Indemnifying Party without the prior written consent of the Indemnitees unless: (A) prior to such settlement or compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses; and (B) the Indemnitees are furnished with security reasonably satisfactory to the Indemnitees that the Indemnifying Party will in fact pay such amount and expenses. No settlement or compromise of any claim that acknowledges any liability for a violation of law, or purports to impose any non-monetary obligation upon a party may be entered into without such party's consent.
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Procedures for Establishment of Deficiencies. 11.3.1 In the event that any claim shall be asserted against Buyer or Company which, if sustained, would result in a Deficiency, Buyer, within a reasonable time after learning of such claim, shall notify Shareholder of such claim, and shall extend to Shareholder a reasonable opportunity to defend against such claim, at the Shareholder's sole expense and through legal counsel satisfactory to Buyer, such satisfaction not to be withheld unreasonably, provided that the Shareholder proceeds in good faith, expeditiously and diligently. No effort to recover the amount of the Deficiency related to such claim shall be made by Buyer pursuant to Section 11.3.2 while such defense is still being made until the earlier of (a) the resolution of said claim by the Shareholder with the claimant, or (b) the termination of the defense by the Shareholder against such claim or the failure of the Shareholder to prosecute such defense in good faith in an expeditious and diligent manner. Buyer shall be entitled to rely upon the opinion of its counsel as to the occurrence of either of said events. Buyer shall, at its option and expense, have the right to participate in any defense undertaken by the Shareholder with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the Shareholder without the prior written consent of Buyer unless prior to such settlement or compromise the Shareholder acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses and Buyer is furnished with security reasonably satisfactory to Buyer that the Shareholder will in fact pay such amount and expenses.
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Procedures for Establishment of Deficiencies. 10.3.1. In the event that any claim shall be asserted which, if sustained, would result in a Deficiency, the party asserting same shall, within a reasonable time after learning of such claim, notify the other party of such claim, and shall extend to the other party a reasonable opportunity to defend against such claim, at the other party’s sole expense and through legal counsel satisfactory to both parties, such satisfaction not to be withheld unreasonably, provided that the other party shall proceed in good faith, expeditiously and diligently. No effort to recover the amount of the Deficiency related to such claim shall be made by either while such defense is still being made until the earlier of (a) the resolution of said claim by Company with the claimant, or (b) the termination of the defense against such claim or the failure to prosecute such defense in good faith in an expeditious and diligent manner. Each party shall, at its option and expense, have the right to participate in any defense undertaken by the other party with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Deficiency may be made without the prior written consent of the other party unless prior to such settlement or compromise that party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses and any party affected thereby is furnished with security reasonably satisfactory that the party agreeing to the settlement or compromises will in fact pay such amount and expenses related top such settlement or compromise.
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Procedures for Establishment of Deficiencies. 39 -------------------------------------------- 9.4.1 CLAIM ASSERTED...................................39 -------------- 9.4.2 NOTICE...........................................40 ------ 9.4.3 AGREEMENT........................................40 --------- 9.5 PAYMENT OF DEFICIENCIES.....................................40 ----------------------- 9.6 LIMITATION ON DEFICIENCIES..................................40 -------------------------- 9.7 LEGAL EXPENSES..............................................41 --------------
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Procedures for Establishment of Deficiencies. 36 9.4.1 CLAIM ASSERTED..............................................................................36 9.4.2 NOTICE......................................................................................37 9.4.3 AGREEMENT...................................................................................37 9.5
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Procedures for Establishment of Deficiencies. 7.3.1 In the event that any claim shall be asserted against Buyer or Company which, if sustained, would result in a Deficiency, Buyer, within a reasonable time after learning of such claim, shall notify the Mansfields of such claim, and shall extend to the Mansfields a reasonable opportunity to defend against such claim, at the Mansfields' sole expense and through legal counsel satisfactory to Buyer, provided that the Mansfields proceed in good faith, expeditiously and diligently. No effort to recover the amount of the Deficiency related to such claim shall be made by Buyer pursuant to Section 7.3.2 while such defense is still being made until the earlier of (a) the resolution of said claim by the Mansfields with the claimant, or (b) the termination of the defense by the Mansfields against such claim or the failure of the Mansfields to prosecute such defense in good faith in an expeditious and diligent manner. Buyer shall be entitled to rely upon the opinion of its counsel as to the occurrence of either of said events. Buyer shall, at its option and expense, have the right to participate in any defense undertaken by the Mansfields with legal counsel of its own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the Mansfields without the prior written consent of Buyer, not to be unreasonably withheld, unless prior to such settlement or compromise the Mansfields acknowledge in writing their obligation to pay in full the amount of the settlement or compromise and all associated expenses.
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Procedures for Establishment of Deficiencies 
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Related to Procedures for Establishment of Deficiencies

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