Common use of Procedures for Indemnification by the Buyer and Newco Clause in Contracts

Procedures for Indemnification by the Buyer and Newco. If a Buyer Event of Breach occurs or is alleged and a Seller Indemnitee asserts that the Buyer or Newco has become obligated to such Seller Indemnitee pursuant to Section 6.3 hereof, or if any Proceeding is begun, made or instituted by a third party as a result of which the Buyer or Newco may become obligated to a Seller Indemnitee hereunder, such Seller Indemnitee shall give written notice to the Buyer and Newco. The Buyer and Newco, jointly and severally, agree to defend, contest or otherwise protect the Seller Indemnitee against any Proceeding at their sole cost and expense. The Seller Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Seller Indemnitee's choice and shall in any event cooperate with and assist the Buyer and Newco to the extent reasonably possible. If the Buyer or Newco fail timely to defend, contest or otherwise protect against such Proceeding, the Seller Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Seller Indemnitee shall be entitled to recover the entire cost thereof from the Buyer or Newco, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, as such costs are incurred, and the Buyer or Newco shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Seller. If the Seller Indemnitee shall have reasonably concluded upon advice from counsel that there may be a conflict of interest between the Seller Indemnitee and the Buyer or Newco, the Seller Indemnitee shall have the right to defend, contest or otherwise protect against such Proceeding, provided that if the Seller -------- Indemnitee shall compromise or settle such claims without consent of Buyer and Newco, such compromise or settlement shall not bind the Buyer or Newco. If the Buyer or Newco assumes the defense of any Proceeding, (a) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification, (b) no compromise or settlement of such claims may be effected by the Buyer or Newco without the Seller Indemnitee's consent unless (i) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of any Person and no effect on any other claims that may be made against the Seller Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Buyer or Newco; and (c) the Seller Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. Notwithstanding the above, in the event of any claim for indemnity under clause 6.3(b) the Seller Indemnitees will be entitled to retain their own counsel and Buyer will promptly reimburse such Seller Indemnitees for the reasonable costs and disbursements of such separate counsel.

Procedures for Indemnification by the Buyer and Newco. If a Buyer Event of Breach occurs or is alleged and a Seller Indemnitee asserts that the Buyer or Newco has become obligated to such Seller Indemnitee pursuant to Section 6.3 hereof, or if any Proceeding is begun, made or instituted by a third party as a result of which the Buyer or Newco may become obligated to a Seller Indemnitee hereunder, such Seller Indemnitee shall give written notice to the Buyer and Newco. The Buyer and Newco, jointly and severally, agree to defend, contest or otherwise protect the Seller Indemnitee against any Proceeding at their sole cost and expense. The Seller Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Seller Indemnitee's choice and shall in any event cooperate with and assist the Buyer and Newco to the extent reasonably possible. If the Buyer or Newco fail timely to defend, contest or otherwise protect against such Proceeding, the Seller Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Seller Indemnitee shall be entitled to recover the entire cost thereof from the Buyer or Newco, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, as such costs are incurred, and the Buyer or Newco shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Seller. If the Seller Indemnitee shall have reasonably concluded upon advice from counsel that there may be a conflict of interest between the Seller Indemnitee and the Buyer or Newco, the Seller Indemnitee shall have the right to defend, contest or otherwise protect against such Proceeding, provided that if the Seller -------- Indemnitee shall compromise or settle -------- such claims without consent of Buyer and Newco, such compromise or settlement shall not bind the Buyer or Newco. If the Buyer or Newco assumes the defense of any Proceeding, (a) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification, (b) no compromise or settlement of such claims may be effected by the Buyer or Newco without the Seller Indemnitee's consent unless (i) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of any Person and no effect on any other claims that may be made against the Seller Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Buyer or Newco; and (c) the Seller Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. Notwithstanding the above, in the event of any claim for indemnity under clause 6.3(b) the Seller Indemnitees will be entitled to retain their own counsel and Buyer will promptly reimburse such Seller Indemnitees for the reasonable costs and disbursements of such separate counsel.

Procedures for Indemnification by the Buyer and Newco. If a Buyer Event of Breach occurs or is alleged and a Seller Indemnitee asserts that the Buyer or Newco has become obligated to such Seller Indemnitee pursuant to Section 6.3 hereof, or if any Proceeding is begun, made or instituted by a third party as a result of which the Buyer or Newco may become obligated to a Seller Indemnitee hereunder, such Seller Indemnitee shall give written notice to the Buyer and Newco. The Buyer and Newco, jointly and severally, agree to defend, contest or otherwise protect the Seller Indemnitee against any Proceeding at their sole cost and expense. The Seller Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Seller Indemnitee's choice and shall in any event cooperate with and assist the Buyer and Newco to the extent reasonably possible. If the Buyer or Newco fail timely to defend, contest or otherwise protect against such Proceeding, the Seller Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Seller Indemnitee shall be entitled to recover the entire cost thereof from the Buyer or Newco, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, as such costs are incurred, and the Buyer or Newco shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Seller. If the Seller Indemnitee shall have reasonably concluded upon advice from counsel that there may be a conflict of interest between the Seller Indemnitee and the Buyer or Newco, the Seller Indemnitee shall have the right to defend, contest or otherwise protect against such Proceeding, provided PROVIDED that if the Seller -------- Indemnitee shall compromise or settle such claims without consent of Buyer and Newco, such compromise or settlement shall not bind the Buyer or Newco. If the Buyer or Newco assumes the defense of any Proceeding, (a) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification, (b) no compromise or settlement of such claims may be effected by the Buyer or Newco without the Seller Indemnitee's consent unless (i) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the rights of any Person and no effect on any other claims that may be made against the Seller Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Buyer or Newco; and (c) the Seller Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. Notwithstanding the above, in the event of any claim for indemnity under clause 6.3(b) the Seller Indemnitees will be entitled to retain their own counsel and Buyer will promptly reimburse such Seller Indemnitees for the reasonable costs and disbursements of such separate counsel.or