Common use of Procedures for Indemnification Pursuant to Section Clause in Contracts

Procedures for Indemnification Pursuant to Section. 8.1. ------------------------------------------------------ 8.2.1. Promptly following the receipt by a Intek Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") or Intek receiving notice of the basis of a claim for Damages, the Intek Indemnitee receiving the notice of the Third Party Claim or knowledge of the basis for a claim: (i) shall notify the Shareholders of its existence, setting forth the facts and circumstances of which such Intek Indemnitee has received notice or knowledge; and (ii) if the Intek Indemnitee giving such notice is a person entitled to indemnification under this ARTICLE CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR 8 (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted; provided, however, -------- ------- that a failure to provide prompt notification shall not prevent or prejudice a claim under this ARTICLE 8 except to the extent such failure has prejudiced the rights or defenses of the Shareholders. 8.2.2. The Indemnified Party shall, upon reasonable notice by the Shareholders, tender the defense of a Third Party Claim to the Shareholders. If the Shareholders accept responsibility for the defense of a Third Party Claim, then the Shareholders shall have the right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, and subject to the consent of the Indemnified Party (which shall not be unreasonably withheld) to settle any such matter, either before or after the initiation of litigation, provided that at least ten (10) days prior to any such settlement, they shall -------- give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the Shareholders. 8.2.3. Notwithstanding the foregoing, in connection with any settlement negotiated by the Shareholders, no Indemnified Party shall be required to: (i) enter into or be bound by or obligated under any settlement (a) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (b) if the Indemnified Party shall, in writing to the Shareholders within the ten (10) day period prior to such proposed settlement, unreasonably withhold its consent with respect to such settlement proposal as contemplated by Section 8.2.2, and desire to have the Shareholders tender the defense of such matter back to the Indemnified Party, or (c) that requires an Indemnified Party to take any unreasonable affirmative actions as a condition of such settlement; or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a -------- ------- settlement proposal pursuant to clause (b) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Shareholders to the extent that, upon final resolution of such Third Party Claim, the Shareholders' liability to the Indemnified Party but for this proviso exceeds what the liability to the Indemnified Party would have been if the Shareholders were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause (b) above. 8.2.4. If, in accordance with the foregoing provisions of this Section 8.2, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Shareholders shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this Section 8.2, the Indemnified Party shall have the right, without prejudice to its rights of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR terms as the Indemnified Party deems fair and reasonable, provided at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Shareholders. If, pursuant to this Section 8.2, the Indemnified Party defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Shareholders for the reasonable attorneys' fees, expert fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Shareholders of itemized bills for said attorneys' fees, court costs and other expenses. No failure by the Shareholders to acknowledge in writing their indemnification obligations under this ARTICLE 8 shall relieve them of such obligations to the extent they exist.

Procedures for Indemnification Pursuant to Section. 8.17.1. ------------------------------------------------------ 8.2.1. 7.2.1 Promptly following the receipt by a Intek CMED Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") or Intek receiving notice knowledge of the basis of a claim for Damages, the Intek CMED Indemnitee receiving the notice of the Third Party Claim or knowledge of the basis for a claim: (i) shall notify the Shareholders Shareholder of its existence, setting forth the facts and circumstances of which such Intek CMED Indemnitee has received notice or knowledge; and (ii) if the Intek CMED Indemnitee giving such notice is a person entitled to indemnification under this ARTICLE CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR 8 Section 7 (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted; provided, however, -------- ------- that a failure to -------- ------- provide prompt notification shall not prevent or prejudice a claim under this ARTICLE 8 Section 7 except to the extent such failure has prejudiced the rights or defenses of the ShareholdersShareholder. 8.2.2. 7.2.2 The Indemnified Party shall, upon reasonable notice by the ShareholdersShareholder, tender the defense of a Third Party Claim to the ShareholdersShareholder. If the Shareholders accept Shareholder accepts responsibility for the defense of a Third Party Claim, then the Shareholders Shareholder shall have the right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their his discretion exercised in good faith and upon the advice of counsel, and subject to the consent of the Indemnified Party (which shall not be unreasonably withheld) to settle any such matter, either before or after the initiation of litigation, provided that at least ten (10) days prior to any such -------- settlement, they he shall -------- give written notice of their his intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the ShareholdersShareholder. 8.2.3. 7.2.3 Notwithstanding the foregoing, in connection with any settlement negotiated by the ShareholdersShareholder, no Indemnified Party shall be required to: (i) enter into or be bound by or obligated under any settlement (a) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (b) if the Indemnified Party shall, in writing to the Shareholders Shareholder within the ten (10) day period prior to such proposed settlement, unreasonably withhold its consent with respect to such settlement proposal as contemplated by Section 8.2.2Section7.2.2, and desire to have the Shareholders Shareholder tender the defense of such matter back to the Indemnified Party, or (c) that requires an Indemnified Party to take any unreasonable affirmative actions as a condition of such settlement; or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a -------- ------- settlement proposal pursuant to clause (b) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Shareholders Shareholder to the extent that, upon final resolution of such Third Party Claim, the Shareholders' Shareholder's liability to the Indemnified Party but for this proviso exceeds what the liability to the Indemnified Party would have been if the Shareholders Shareholder were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause (b) aboveSection 7.2.2. 8.2.4. 7.2.4 If, in accordance with the foregoing provisions of this Section 8.27.2, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Shareholders Shareholder shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this Section 8.27.2, the Indemnified Party shall have the right, without prejudice to its rights of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR terms as the Indemnified Party deems fair and reasonable, provided at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the ShareholdersShareholder. If, pursuant to this Section 8.27.2, the Indemnified Party defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Shareholders Shareholder for the reasonable attorneys' fees, expert fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Shareholders Shareholder of itemized bills for said attorneys' fees, court costs and other expenses. No failure by the Shareholders Shareholder to acknowledge in writing their indemnification obligations under this ARTICLE 8 Section 7 shall relieve them of such obligations to the extent they exist.

Procedures for Indemnification Pursuant to Section. 8.1. ------------------------------------------------------ 8.2.1. Promptly following the receipt by a Intek Etinuum Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") or Intek Etinuum receiving notice of the basis of a claim for Damages, the Intek Etinuum Indemnitee receiving the notice of the Third Party Claim or knowledge of the basis for a claim: (i) shall notify the Shareholders of its existence, setting forth the facts and circumstances of which such Intek Etinuum Indemnitee has received notice or knowledge; and (ii) if the Intek Etinuum Indemnitee giving such notice is a person entitled to indemnification under this ARTICLE CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR 8 (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted; provided, however, -------- ------- that a failure to provide prompt -------- ------- notification shall not prevent or prejudice a claim under this ARTICLE 8 except to the extent such failure has prejudiced the rights or defenses of the Shareholders. 8.2.2. The Indemnified Party shall, upon reasonable notice by the Shareholders, tender the defense of a Third Party Claim to the Shareholders. If the Shareholders accept responsibility for the defense of a Third Party Claim, then the Shareholders shall have the right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, and subject to the consent of the Indemnified Party (which shall not be unreasonably withheld) to settle any such matter, either before or after the initiation of litigation, provided that at least ten (10) days prior to any such settlement, they shall -------- give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the Shareholders. 8.2.3. Notwithstanding the foregoing, in connection with any settlement negotiated by the Shareholders, no Indemnified Party shall be required to: (i) enter into or be bound by or obligated under any settlement (a) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (b) if the Indemnified Party shall, in writing to the Shareholders within the ten (10) day period prior to such proposed settlement, unreasonably withhold its consent with respect to such settlement proposal as contemplated by Section 8.2.2, and desire to have the Shareholders tender the defense of such matter back to the Indemnified Party, or (c) that requires an Indemnified Party to take any unreasonable affirmative actions as a condition of such settlement; or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a -------- ------- settlement proposal pursuant to clause (b) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Shareholders to the extent that, upon final resolution of such Third Party Claim, the Shareholders' liability to the Indemnified Party but for this proviso exceeds what the liability to the Indemnified Party would have been if the Shareholders were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause (b) above. 8.2.4. If, in accordance with the foregoing provisions of this Section 8.2, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Shareholders shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this Section 8.2, the Indemnified Party shall have the right, without prejudice to its rights of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR terms as the Indemnified Party deems fair and reasonable, provided at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Shareholders. If, pursuant to this Section 8.2, the Indemnified Party defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Shareholders for the reasonable attorneys' fees, expert fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Shareholders of itemized bills for said attorneys' fees, court costs and other expenses. No failure by the Shareholders to acknowledge in writing their indemnification obligations under this ARTICLE 8 shall relieve them of such obligations to the extent they exist.

Procedures for Indemnification Pursuant to Section. 8.17.1. ------------------------------------------------------ 8.2.1. 7.2.1 Promptly following the receipt by a Intek Indemnitee of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") or Intek receiving notice Knowledge of the basis of a claim for Damages, the Intek Indemnitee receiving the notice of the Third Party Claim or knowledge Knowledge of the basis for a claim: (i) shall notify Protocall (if the Shareholders Merger has not occurred) and the Shareholder Representative, of its existence, setting forth the facts and circumstances of which such Intek Indemnitee has received notice or knowledgeKnowledge; and (ii) if the Intek Indemnitee giving such notice is a person entitled to indemnification under this ARTICLE CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR 8 Section 7 (an "Indemnified Party"), specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted; provided, -------- however, -------- ------- that a failure to provide prompt notification shall not prevent or ------- prejudice a claim under this ARTICLE 8 Article VII except to the extent such failure has prejudiced the rights or defenses of the ShareholdersProtocall Parties. 8.2.2. 7.2.2 The Indemnified Party shall, upon reasonable notice by the ShareholdersShareholder Representative, tender the defense of a Third Party Claim to the ShareholdersProtocall Parties. If the Shareholders Protocall Parties accept responsibility for the defense of a Third Party Claim, then the Shareholders Protocall Parties shall have the right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in their discretion exercised in good faith and upon the advice of counsel, and subject to the consent of the Indemnified Party (which shall not be unreasonably withheld) to settle any such matter, either before or after the initiation of litigation, litigation provided that at least ten (10) days prior to any such settlement, they shall -------- give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the ShareholdersProtocall Parties. 8.2.3. 7.2.3 Notwithstanding the foregoing, in connection with any settlement negotiated by the ShareholdersProtocall Parties, no Indemnified Party shall be required to: (i) enter into or be bound by or obligated under any settlement (a) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (b) if the Indemnified Party shall, in writing to the Shareholders Protocall Parties within the ten (10) day period prior to such proposed settlement, unreasonably withhold its consent with respect to such settlement proposal as contemplated by Section 8.2.27.2.2., and desire to have the Shareholders Protocall Parties tender the defense of such matter back to the Indemnified Party, or (c) that requires an Indemnified Party to take any unreasonable affirmative actions as a condition of such settlement; or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a -------- ------- settlement proposal pursuant to clause Clause (b) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Shareholders Protocall Parties to the extent that, upon final resolution of such Third Party Claim, the ShareholdersProtocall Parties' liability to the Indemnified Party but for this proviso exceeds what the Protocall Parties' liability to the Indemnified Party would have been if the Shareholders Protocall Parties were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause Clause (b) above. 8.2.4. 7.2.4 If, in accordance with the foregoing provisions of this Section 8.27.2, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Shareholders Protocall Parties shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this Section 8.27.2, the Indemnified Party shall have the right, without prejudice to its rights of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR terms as the Indemnified Party deems fair and reasonable, provided at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Shareholders. If, pursuant to this Section 8.27.2, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Shareholders Protocall Parties for the reasonable attorneys' fees, expert fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Shareholders of itemized bills for said attorneys' fees, court costs fees and other expenses. No failure by the Shareholders Protocall Parties to acknowledge in writing their indemnification obligations under this ARTICLE 8 Article VII shall relieve them of such obligations to the extent they exist. 7.2.5 In order to induce a rapid, fair and acceptable resolution of Third Party Claims, Intek will also be entitled to a distribution from the Active Fund as defined in the Escrow Agreement, attached hereto as Exhibit 1.15, in an amount equal to twenty percent (20%) of any funds remaining in the Active Fund, only, on the later of March 3, 1998, or such a time that all payments have been made for claims under the Escrow Agreement. The intent of this provision is to induce Intek to settle any and all Third Party Claims at a fair amount and share to the extent of 20% of the benefits of such settlement upon the breaking of the Active Fund. Provided, however, that (i) this Section 7.2.5. only applies to the amounts held in the Active Fund as defined in the Escrow Agreement established under Section 1.15 and (ii) Intek shall not in any event be entitled to more than twenty percent (20%) of the amount left in the Active Fund after all payments are made for claims under the Escrow Agreement.