Common use of Procedures for Establishment of Deficiencies Clause in Contracts

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.

Procedures for Establishment of Deficiencies. (ia) In the event that any claim shall be asserted by any third party against a party the Buyer Indemnities or Seller Indemnitees (Buyer Indemnitees or Seller Indemnitees, as the case may be, hereinafter, the "Indemnitees"), which, if sustained, would result in a DeficiencyBuyer Deficiency or a Seller Deficiency (collectively with the Buyer Deficiencies, the indemnified party"Deficiencies"), then the Indemnitees, within a reasonable time after learning of such claim, shall notify the indemnifying party or parties required to indemnify the Indemnities under the terms of Section 7.2(a) or 7.2(b), as applicable (the "Indemnifying Party") of such claim, and shall extend to the indemnifying party Indemnifying Party a reasonable opportunity to defend against such claim, at the indemnifying party’s Indemnifying Party's sole expense and through legal counsel reasonably satisfactory acceptable to the indemnified partyIndemnitees, provided that the indemnifying party Indemnifying Party proceeds in good faith, expeditiously and diligently. The indemnified party Indemnitees shall, at its 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 Indemnifying Party with legal counsel of its their 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 Indemnifying Party without the prior written consent of the indemnified party unless the proposed settlement is solely a monetary settlement and Indemnitees unless: (A) prior to such settlement or compromise the indemnifying party Indemnifying Party acknowledges in writing the indemnifying party its obligation to pay in full the amount of the settlement or compromise and all associated expenses expenses; and (B) the indemnified party is Indemnitees are furnished with either (A) security reasonably satisfactory to the indemnified party Indemnitees that the indemnifying party 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 (B) purports to impose any non-monetary obligation upon a full release from the claimant in form and substance reasonably satisfactory to the indemnified party may be entered into without such party's consent.

Procedures for Establishment of Deficiencies. (ia) In the event that any claim shall be asserted by any third party against a party the Buyer Indemnitees or Seller Indemnitees (Buyer Indemnitees or Seller Indemnitees, as the case may be, hereinafter, the "Indemnities"), which, if sustained, would result in a Deficiency, then the indemnified partyIndemnities, within a reasonable time after learning of such claim, shall notify the indemnifying party Indemnifying Party of such claim, and shall extend to the indemnifying party Indemnifying Party a reasonable opportunity to defend against such claim, at the indemnifying party’s Indemnifying Party's sole expense and through legal counsel reasonably satisfactory acceptable to the indemnified partyIndemnities, provided that the indemnifying party Indemnifying Party proceeds in good faith, expeditiously and diligently. The indemnified party Indemnities shall, at its their option and expense, have the right to participate in any defense undertaken by the indemnifying party Indemnifying Party with legal counsel of its their 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 Indemnifying Party without the prior written consent of the indemnified party unless the proposed settlement is solely a monetary settlement and Indemnities unless: (A) prior to such settlement or compromise the indemnifying party Indemnifying Party acknowledges in writing the indemnifying party its obligation to pay in full the amount of the settlement or compromise and all associated expenses expenses; and (B) the indemnified party is Indemnities are furnished with either (A) security reasonably satisfactory to the indemnified party Indemnities that the indemnifying party Indemnifying Party will in fact pay such amount and expenses. No settlement or compromise of any claim which acknowledges any liability for a violation of law, or (B) a full release from the claimant in form and substance reasonably satisfactory purports to impose any non-monetary obligation on the indemnified party may be entered into without such party's consent .

Procedures for Establishment of Deficiencies. (ia) In the event that any claim shall be asserted by any third party against a party the Jaymark Indemnitees or INTERCELL Indemnitees (Jaymark Indemnitees or INTERCELL Indemnitees, as the case may be, shall hereinafter be referred to as the "Indemnitees"), or any claim is asserted falling within the scope of Section 11.3 above, which, if sustained, would result in a Deficiency, then the indemnified partyIndemnitees, within a reasonable time after learning of such claim, shall notify the indemnifying party Indemnifying Party of such claim, and shall extend to the indemnifying party Indemnifying Party a reasonable opportunity to defend against such claim, at the indemnifying party’s Indemnifying Party's sole expense and through legal counsel reasonably satisfactory acceptable to the indemnified partyIndemnitees, provided that the indemnifying party Indemnifying Party proceeds in good faith, expeditiously and diligently. The indemnified party Indemnitees shall, at its their option and expense, have the right to participate in any defense undertaken by the indemnifying party Indemnifying Party with legal counsel of its their 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 Indemnifying Party without the prior written consent of the indemnified party unless the proposed settlement is solely a monetary settlement and Indemnitees unless: (i) prior to such settlement or compromise the indemnifying party Indemnifying Party acknowledges in writing the indemnifying party its obligation to pay in full the amount of the settlement or compromise and all associated expenses expenses; and (ii) the indemnified party is Indemnitees are furnished with either (A) security reasonably satisfactory to the indemnified party Indemnitees that the indemnifying party Indemnifying Party will in fact pay such amount and expenses. No settlement or compromise of any claim which acknowledges any liability for a violation of law, or (B) a full release from the claimant in form and substance reasonably satisfactory purports to impose any non-monetary obligation on the indemnified party may be entered into without such party's consent.