Common use of Procedures for Indemnification by the Seller and the Parent Clause in Contracts

Procedures for Indemnification by the Seller and the Parent. If a Seller's Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller or the Parent has become obligated to such Buyer Indemnitee pursuant to Section 6.1 hereof, or if any suit, action, investigation, claim or proceeding (a "Proceeding") is begun, made or instituted by a third party as a result of which the Seller or the Parent may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the Seller and the Parent. The Seller and the Parent, jointly and severally, agree to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding at their sole cost and expense. The Buyer Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Buyer Indemnitee's choice and shall in any event cooperate with and assist the Seller and the Parent to the extent reasonably possible. If the Seller and the Parent fail timely to defend, contest or otherwise protect against such Proceeding, the Buyer Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Buyer Indemnitee shall be entitled to recover the entire cost thereof from the Seller or the Parent, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, as such costs are incurred, and the Seller and the Parent shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Buyer. If the Buyer Indemnitee shall have reasonably concluded upon advice from counsel that there may be a conflict of interest between the Buyer Indemnitee and the Seller or the Parent, the Buyer Indemnitee shall have the right to defend, contest or otherwise protect against such Proceeding, provided that if the Buyer Indemnitee -------- shall compromise or settle such claims without consent of Seller and Parent, such compromise or settlement shall not bind Seller or Parent. If the Seller or the Parent 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 Seller or the Parent without the Buyer 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 Buyer Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Seller or the Parent; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.

Procedures for Indemnification by the Seller and the Parent. If a Seller's Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller or the Parent has become obligated to such Buyer Indemnitee pursuant to Section 6.1 hereof, or if any suit, action, investigation, claim or proceeding (a "ProceedingPROCEEDING") is begun, made or instituted by a third party as a result of which the Seller or the Parent may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the Seller and the Parent. The Seller and the Parent, jointly and severally, agree to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding at their sole cost and expense. The Buyer Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Buyer Indemnitee's choice and shall in any event cooperate with and assist the Seller and the Parent to the extent reasonably possible. If the Seller and the Parent fail timely to defend, contest or otherwise protect against such Proceeding, the Buyer Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Buyer Indemnitee shall be entitled to recover the entire cost thereof from the Seller or the Parent, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, as such costs are incurred, and the Seller and the Parent shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Buyer. If the Buyer Indemnitee shall have reasonably concluded upon advice from counsel that there may be a conflict of interest between the Buyer Indemnitee and the Seller or the Parent, the Buyer Indemnitee shall have the right to defend, contest or otherwise protect against such Proceeding, provided that if the Buyer Indemnitee -------- shall compromise or settle such claims without consent of Seller and Parent, such compromise or settlement shall not bind Seller or Parent. If the Seller or the Parent 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 Seller or the Parent without the Buyer 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 Buyer Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Seller or the Parent; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.to