Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions:
(a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party.
(b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not...
Procedures for Indemnification for Third Party Claims. Except as specifically set forth in this Agreement, in the event that Verizon or any other Verizon Indemnitee shall seek indemnification in respect of any FairPoint Liabilities, or FairPoint or any FairPoint Indemnitee shall seek indemnification in respect of any Verizon Liabilities, such person shall comply with and follow the procedures regarding indemnification set forth in Article X of the Merger Agreement, which shall apply to claims for indemnification hereunder in the same manner as though such claims were eligible for indemnification under the Merger Agreement, but assuming that such claims were not subject to any limitation on the ability to claim indemnification under such Merger Agreement.
Procedures for Indemnification for Third Party Claims. Except as specifically set forth in this Agreement, in the event that Parent or any other Parent Indemnified Party shall seek indemnification in respect of any SpinCo Employee Liabilities, or SpinCo or any SpinCo Indemnified Party shall seek indemnification in respect of any Parent Liabilities, such person shall comply with and follow the procedures regarding indemnification set forth in Article [IV] of the Separation Agreement, which shall apply to claims for indemnification hereunder in the same manner as though such claims were eligible for indemnification under the Separation Agreement, but assuming that such claims were not subject to any limitation on the ability to claim indemnification under such Separation Agreement.
Procedures for Indemnification for Third Party Claims. In the event Buyer becomes aware of a third-party claim which Buyer reasonably believes may result in a demand for recovery of Damages, Buyer shall notify the Partner Representative and the Escrow Agent of such claim, and the Partner Representative shall be entitled on behalf of the Partners, at their expense, to participate in, but not to determine or conduct, the defense of such claim. Buyer shall have the right in its sole discretion to conduct the defense of and settle any such claim; provided, however, that except with the consent of the Partner Representative, no settlement of any such claim with third-party claimants shall be determinative of the amount of Damages relating to such matter. In the event that the Partner Representative has consented to any such settlement, the Partners shall have no power or authority to object under any provision of this ARTICLE VIII to the amount of any claim by Buyer with respect to such settlement.
Procedures for Indemnification for Third Party Claims. (a) Any Indemnified Party seeking indemnification pursuant to this Article 9 in respect of any Third Party Claim shall give the Indemnifying Party from whom indemnification with respect to such claim is sought prompt written notice of such Third Party Claim, which Claim Notice shall describe the facts and circumstances giving rise to such Loss, the basis upon which indemnity is being sought, the amount or estimated amount of the Loss, if known or reasonably ascertainable at the time such claim is made, and shall include copies of any documents served on the Indemnified Party with respect to the Third Party Claim (provided that the failure by the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability to the Indemnified Party except to the extent that such failure shall have materially and adversely prejudiced the defense of such claim).
Procedures for Indemnification for Third Party Claims. (a) Viasys shall, and shall cause the other Viasys Indemnitees to, notify Thermo Electron in writing promptly after learning of any Third-Party Claim for which any Viasys Indemnitee intends to seek indemnification from Thermo Electron under this Agreement. Thermo Electron shall, and shall cause the other Thermo Electron Indemnitees to, notify Viasys in writing promptly after learning of any Third-Party Claim for which any Thermo Electron Indemnitee intends to seek indemnification from Viasys under this Agreement. The failure of any Indemnitee to give such notice shall not relieve any Indemnifying Party of its obligations under this Article V except to the extent that such Indemnifying Party or its Affiliate is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the information provided to the Indemnitee.
(b) Except as otherwise provided in subsection (c) of this Section 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Viasys, if Thermo Electron is the
Procedures for Indemnification for Third Party Claims. Claims by Summit or LCA ................................... 32 10.5 Survival of Representations and Warranties ................ 32 10.6 Limitations on Indemnification and Damages ................ 32 10.7 Subrogation ............................................... 32
Procedures for Indemnification for Third Party Claims. Grace shall, and shall cause the other Packco Indemnitees to, notify New Grace in writing promptly after learning of any Third-Party Claim for which any Packco Indemnitee intends to seek indemnification from New Grace under this Agreement. New Grace shall, and shall cause the other New Grace Indemnitees to, notify Grace in writing promptly after learning of any Third-Party Claim for which any New Grace Indemnitee intends to seek indemnification from Grace under this Agreement. The failure of any Indemnitee to give such notice shall not relieve any Indemnifying Party of its obligations under this Article except to the extent that such Indemnifying Party or its Affiliate is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee.
Procedures for Indemnification for Third Party Claims. If any third party shall make a claim for which Summit or LCA is entitled to indemnification under Section 10.1 or 10.2 hereof, the following procedures shall apply:
10.3.1 Within thirty (30) days after receipt by an Indemnified Party of any third party notice of any demand, claim or circumstance that, with the lapse of time, would or could give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation with respect to which the Indemnified Party intends to seek indemnification hereunder ("Asserted Liability"), the Indemnitee shall give notice thereof (the "Claims Notice") to the Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the indemnification claim that is being or may be asserted by the Indemnified Party.
Procedures for Indemnification for Third Party Claims. In the event Parent becomes aware of a third-party claim which Parent reasonably believes may result in a demand for recovery of Damages, Parent shall notify the Stockholder Representative of such claim, and the Stockholder Representative shall be entitled on behalf of the Company Stockholders, at its expense, to participate in, but not to determine or conduct, the defense of such claim. Parent shall have the right in its sole discretion to conduct the defense of and settle any such claim; provided, however, that except with the consent of the Stockholder Representative, no settlement of any such claim with third-party claimants shall be determinative of the amount of Damages relating to such matter. In the event that the Stockholder Representative has consented to any such settlement, the Company Stockholders shall have no power or authority to object under any provision of this Article 9 to the amount of any claim by Parent with respect to such settlement.
