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

Procedures for Indemnification by the Seller. If with respect to a third party a Seller Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have become obligated to such Buyer Indemnitee pursuant to Section 11.1 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 may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the Seller. The Seller agrees to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding at its 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 to the extent reasonably possible. If the Seller fails 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, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, and the Seller shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Buyer. If the Seller 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 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; 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. If with respect to a third party a Seller Event Seller’s Events of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have has become obligated to such Buyer Indemnitee pursuant to Section 11.1 10.1 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 may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the Seller. The Seller agrees to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding at its 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 ’s choice and shall in any event cooperate with and assist the Seller to the extent reasonably possible. If the Seller fails 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, including, without limitation, reasonable attorneys' ’ fees, disbursements and amounts paid as the result of such Proceeding, and the Seller shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Buyer. If the Seller 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 without the Buyer Indemnitee's ’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; 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. If with respect to a third party a Seller Seller’s’ Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have has become obligated to such Buyer Indemnitee pursuant to Section 11.1 hereof11.1, 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 may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the SellerSeller which shall specify the basis for such obligation with reasonable particularity. The Seller agrees to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding such suit, action, investigation, claim or proceeding at its sole cost and expense; provided, however, that the Seller shall not compromise any suit, action, investigation, claim or proceeding involving any Environmental Law without the Buyer’s prior written consent. 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 ’s choice and shall in any event cooperate with and assist the Seller to the extent reasonably possible. If the Seller fails timely to defend, contest or otherwise protect against such Proceedingsuit, action, investigation, claim or 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, Seller including, without limitation, reasonable attorneys' ’, consultants’ and experts’ fees, disbursements and amounts paid as the result of such Proceedingsuit, and the Seller shall be bound by any determination made in such Proceeding action, investigation, claim or any compromise or settlement effected by the Buyer. If the Seller 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 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; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentproceeding.

Procedures for Indemnification by the Seller. If with respect to a third party a Seller Sellers' Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller Sellers have become obligated to such Buyer Indemnitee pursuant to Section 11.1 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 Sellers may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the SellerSellers. The Seller agrees Sellers agree to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding such suit, action, investigation, claim or proceeding at its 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 Sellers to the extent reasonably possible. If the Seller fails Sellers fail timely to defend, contest or otherwise protect against such Proceedingsuit, action, investigation, claim or 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, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceedingsuit, and the Seller shall be bound by any determination made in such Proceeding action, investigation, claim or any compromise or settlement effected by the Buyer. If the Seller 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 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; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentproceeding.

Procedures for Indemnification by the Seller. If with respect to a third party a Seller Seller's Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have or a Principal Shareholder has become obligated to such Buyer Indemnitee pursuant to Section 11.1 12.1 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 a Principal Shareholder may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the SellerSeller and the Principal Shareholders. The Seller agrees and the Principal Shareholders will be entitled to defenddefend or compromise any such action, contest or otherwise protect and the Buyer Indemnitee against any Proceeding at its sole cost and expense. The affected 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 Principal Shareholders to the extent reasonably possible. After notice from the indemnifying party to the Buyer Indemnitee of the indemnifying party's election so to assume the defense thereof, the indemnifying party will not be liable to such Buyer Indemnitee for any legal or other expenses subsequently incurred by such Buyer Indemnitee in connection with the defense thereof. If the Seller fails and/or the Principal Shareholders 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 SellerSeller and the Principal Shareholders in accordance with their respective Pro Rata Percentages, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, and the Seller and the Principal Shareholders shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Buyer. If the Seller assumes or the Principal Shareholders assume 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 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; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such any claims effected without its consentconsent unless the sole relief provided is monetary damages that are paid in full by the Seller or the Principal Shareholders.

Procedures for Indemnification by the Seller. If with respect to a third party a Seller Event of Breach Buyer -------------------------------------------- Indemnified Matter occurs or is alleged and a the Buyer Indemnitee asserts that the Seller have has become obligated to such the Buyer Indemnitee Indemnified Persons pursuant to Section 11.1 hereof6.1, 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 may become obligated to a the Buyer Indemnitee Indemnified Persons hereunder, such the Buyer Indemnitee shall give prompt written notice to the SellerSeller specifying in reasonable detail the facts upon which the claimed Buyer Indemnified Matter is based; provided, however, that the failure to so notify the Seller will not relieve the Seller of any obligation under Section 6.1 or this Section 6.2 unless, and to the extent, the Buyer Indemnified Persons' rights are materially prejudiced by such failure. The Seller agrees to defendwill have the right, contest or otherwise protect the Buyer Indemnitee against at any Proceeding time and at its sole cost and expenseelection, to assume the defense of such suit, action, investigation, claim or proceeding. The Buyer Indemnitee Indemnified Persons shall have the right, but not the obligation, to participate at its own expense by counsel of its choice in the defense thereof by counsel of any suit, action, investigation, claim or proceeding the Buyer Indemnitee's choice defense of which the Seller shall have assumed and shall in any event cooperate with and assist the Seller to the extent reasonably possible. If the Seller fails timely elects not to defendassume the defense of any such suit, contest action, investigation, claim or otherwise protect against such Proceedingproceeding, the Buyer Indemnitee shall have the obligation to do so, and shall have the right to do so, including, without limitation, the right to make any reasonable compromise or settlement thereof, and the Buyer Indemnitee cost of any such defense or settlement shall be entitled to recover the entire cost thereof from the Seller, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding, and the Seller shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the Buyer. If the Seller 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 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 borne by the Seller; 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. If with respect to a third party a Seller -------------------------------------------- Seller's' Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have has become obligated to such Buyer Indemnitee pursuant to Section 11.1 hereof11.1, 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 may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the SellerSeller which shall specify the basis for such obligation with reasonable particularity. The Seller agrees to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding such suit, action, investigation, claim or proceeding at its sole cost and expense; provided, however, that the Seller -------- ------- shall not compromise any suit, action, investigation, claim or proceeding involving any Environmental Law without the Buyer's prior written consent. 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 to the extent reasonably possible. If the Seller fails timely to defend, contest or otherwise protect against such Proceedingsuit, action, investigation, claim or 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, Seller including, without limitation, reasonable attorneys', consultants' and experts' fees, disbursements and amounts paid as the result of such Proceedingsuit, and the Seller shall be bound by any determination made in such Proceeding action, investigation, claim or any compromise or settlement effected by the Buyer. If the Seller 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 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; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentproceeding.

Procedures for Indemnification by the Seller. If with respect to a third party a Seller Seller's Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have has become obligated to such Buyer Indemnitee pursuant to Section 11.1 hereof11.1, 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 may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice thereof to the SellerSeller within ten (10) days of receiving notice thereof, or discovery of facts related thereto (but the failure to so notify within such time shall not relieve the Seller from any liability it may have under this Section 11 except to the extent it has been prejudiced in any material respect by such failure). The Seller agrees to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding such suit, action, investigation, claim or proceeding at its 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 to the extent reasonably possible. If the Seller fails timely to defend, contest or otherwise protect against such Proceedingsuit, action, investigation, claim or 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, Seller including, without limitation, reasonable attorneys', consultants' and experts' fees, disbursements and amounts paid as the result of such Proceedingsuit, and the Seller shall be bound by any determination made in such Proceeding action, investigation, claim or any compromise or settlement effected by the Buyer. If the Seller 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 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; and (c) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consentproceeding.

Procedures for Indemnification by the Seller. If with respect to a third party a Seller Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller have become obligated to such Buyer Indemnitee pursuant to Section 11.1 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 prompt, written notice to the SellerSeller and the Parent. The failure to give such prompt, written notice shall not, however, relieve Parent and Seller of their indemnification obligations, except and only to the extent that defense of the Proceeding is prejudiced by reason of such failure. The Seller agrees and the Parent agree to defend, contest or otherwise protect the Buyer Indemnitee against any Proceeding at its 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 ’s choice and shall in any event cooperate with and assist the Seller and the Parent to the extent reasonably possible. If the Seller fails or 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 recover, subject to Section 11.3 and any other limitations herein, the entire cost thereof from the SellerSeller and the Parent, including, without limitation, reasonable attorneys' ’ fees, disbursements and amounts paid as the result of such Proceeding, 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 Seller assumes and/or the Parent assume 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 ’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 adverse effect as to any Buyer Indemnitee 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 SellerSeller and the Parent; and (cb) the Buyer Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent.