Procedures for Indemnification. Promptly after an Indemnitee has knowledge of any Claim as to which such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemnitees. In the case of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2, except to the extent that the Company is materially prejudiced in its ability to defend such action.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Preferred Stock Purchase Agreement, Stock Purchase Agreement (RPX Corp)
Procedures for Indemnification. Promptly (i) If any DSKX Indemnified Person or PHMD Indemnified Person (each, an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Article VI, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a “Notice of Claim”) to PHMD or Surviving Corporation, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Surviving Corporation, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Surviving Corporation, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such actionNotice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements.
Appears in 4 contracts
Samples: HTM Agreement and Plan of Merger And, Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Procedures for Indemnification. Promptly 15.6.1. If Southern States Indemnified Persons seek indemnification from Gold Xxxx for indemnifiable losses, Southern States Indemnified Persons shall give notice to Gold Xxxx of such loss, specifying in reasonable detail the nature and basis for the claim and the amount thereof (the "Notice of Loss"). If, within sixty days after an Indemnitee the date on which Gold Xxxx receives the Notice of Loss, Gold Xxxx has knowledge of not delivered to Southern States a notice objecting to all or any Claim as to which such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice portion of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any claimed loss and setting forth the Company under this Section 6.2, deliver to the Company a written notice amount of such Claimclaimed loss objected to and the reasons for such objection, Southern States Indemnified Persons shall be entitled to indemnification for such loss unless Gold Xxxx'x failure to object was inadvertent, and Gold Xxxx shall promptly pay such loss. If the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control failure of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the CompanyGold Xxxx was inadvertent, the representation by such counsel of process should be begun again but the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemnitees. In the case of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees Survival Period with respect to the Claim shall be extended if the First Notice of Loss was within the Survival Period. If, within sixty days after the date on which Gold Xxxx receives a Notice of Loss, Gold Xxxx delivers to Southern States an objection to all third partiesor any portion of the claimed loss, firms or corporations relating setting forth the amount of such loss objected to and the reasons for such objection, Southern States Indemnified Persons shall be entitled to reimbursement for the portion of such loss not objected to by Gold Xxxx and Gold Xxxx shall promptly pay such amount. Southern States Indemnified Persons shall be entitled to indemnification for the portion of such claimed loss to which Gold Xxxx objected to upon the earlier of: (a) the Gold Xxxx'x and Southern States' written agreement with respect to the matter for which indemnification has been made. The failure to deliver written notice to the Company of such loss or (b) a final judgment or award of an arbitrator as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2, except to the extent that the Company is materially prejudiced in its ability to defend such action18.12.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Southern States Capital Trust I), K) Asset Purchase Agreement (Gold Kist Inc), Asset Purchase Agreement (Southern States Cooperative Inc)
Procedures for Indemnification. Promptly after (a) Other than with respect to Third Party Claims, which shall be governed by Section 7.5(b), and Shared Contingent Liabilities, which shall be governed by Section 6.4, each Managing and Franchising Indemnitee, Ownership Indemnitee and Timeshare Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has knowledge determined has given or could give rise to a right of indemnification under this Agreement or any Claim as Ancillary Agreement, the Party which is or may be required pursuant to this Article VII or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and referring to the provisions of this Agreement in respect of which such Indemnitee reasonably believes indemnity may be sought or promptly after right of indemnification is claimed by such Indemnitee receives notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemnitees. In the case of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consentarises; provided, however, that the Company failure to provide such written notice shall not unreasonably withholdrelease the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, delay or condition its consent. The Company shall not, without the upon reasonable prior written consent notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of the Indemniteessuch Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim its books and action records, properties and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations personnel relating to the matter for which claim the Indemnitee has determined has given or could give rise to a right of indemnification has been made. The failure to deliver written notice to the Company as provided in under this Agreement shall not relieve the Company of or any liability to the Indemnitees under this Section 6.2, except to the extent that the Company is materially prejudiced in its ability to defend such actionAncillary Agreement.
Appears in 2 contracts
Samples: Distribution Agreement (Hilton Grand Vacations Inc.), Distribution Agreement (Park Hotels & Resorts Inc.)
Procedures for Indemnification. Promptly after (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each an Indemnitee has knowledge of any Claim as to which such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice of the commencement of any action or proceeding (including any governmental action or proceeding“Indemnified Person”) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemnitees. In the case of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable claim indemnification hereunder for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or claim (other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of than a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter third-party claim) for which indemnification has been madeis provided in Section 6.1 above, the Indemnified Person shall promptly, and in any event within fifteen (15) days after it first becomes aware of facts which give rise to the basis for such claim, give written notice (a “Notice of Claim”) to Parent or Purchaser, as applicable, setting forth the basis for such claim and the nature and estimated amount of the claim, all in reasonable detail. The failure of the Indemnified Person to deliver written notice to the Company as provided in this Agreement give such Notice of Claim within such period shall not relieve release, waive or otherwise affect the Company of any liability to the Indemnitees under this Section 6.2, Indemnifying Person’s obligations with respect thereto except to the extent that the Company Indemnifying Person is materially prejudiced as a result of such failure. If Parent or Purchaser, as applicable, disputes any claim set forth in the Notice of Claim, it may, at any time, deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its ability dispute of such Notice of Claim, and the applicable Parties shall attempt in good faith for a period of thirty (30) days after delivery of such notice of dispute to defend agree upon the rights of the respective Parties with respect to such actionNotice of Claim. If no such agreement can be reached after good faith negotiation during such thirty (30) day period, the Parties shall have the rights and remedies, if any, available to them under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (HowStuffWorks, LLC)
Procedures for Indemnification. Promptly after an Indemnitee has knowledge of any Claim as to which such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.28, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemniteessuch Indemnitee. In the case of the Indemniteesan Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors Buyers holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitees Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitees Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2, except to the extent that the Company is materially prejudiced in its ability to defend such action.respect
Appears in 1 contract
Samples: Securities Purchase Agreement (Richardson Electronics LTD/De)
Procedures for Indemnification. Promptly (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each, an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Section 7.1, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a “Notice of Claim”) to PHMD or Purchaser, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Purchaser, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Purchaser, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such action.Notice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements. 39
Appears in 1 contract
Procedures for Indemnification. Promptly (i) If any ATP Indemnified Person or Seller Indemnified Person (each an “Indemnified Person”) shall claim indemnification hereunder for any claim (other than a Third Party Claim) for which indemnification is provided in Section 11(a), the Indemnified Person shall promptly, and in any event within one hundred twenty (120) days, after such Indemnified Person first becomes aware of facts that give rise to the basis for such claim, give written notice (a “Notice of Claim”) to the Seller and Cxxxx or ATP, as applicable, setting forth the basis for such claim and the nature and estimated amount of the claim (which estimated amount shall include, without limitation, an Indemnitee has knowledge estimate of any Claim as to which such Indemnitee reasonably believes indemnity the Losses that may be sought or promptly after such Indemnitee receives notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for the Indemnitees. In the case of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company incurred in connection with any negotiation or defense of defending any such action or Claim by the Company and shall furnish to the Company claim), all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been madereasonable detail. The failure to deliver written notice give a Notice of Claim to the Company as provided in this Agreement Indemnifying Person shall not relieve the Company Indemnifying Person of any liability to hereunder unless the Indemnitees under this Section 6.2, except Indemnifying Person was actually prejudiced by such failure and then only to the extent of such prejudice. If the Seller and Cxxxx or ATP, as applicable, disputes any claim set forth in the Notice of Claim, it shall deliver to such Indemnified Person that has given the Company Notice of Claim a written notice indicating its dispute of such Notice of Claim in reasonable detail (an “Objection Notice”) within thirty (30) days after the date the Notice of Claim is materially prejudiced in its ability to defend such actiongiven (the “Response Period”).
Appears in 1 contract
Procedures for Indemnification. Promptly (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each, an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Section 7.1, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a “Notice of Claim”) to PHMD or Purchaser, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Purchaser, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Purchaser, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such actionNotice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements.
Appears in 1 contract
Procedures for Indemnification. Promptly (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each, an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Section 6.1, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a “Notice of Claim”) to PHMD or Purchaser, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Purchaser, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Purchaser, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such actionNotice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements.
Appears in 1 contract
Procedures for Indemnification. Promptly (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each, an "Indemnified Person") shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Section 8.1, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a "Notice of Claim") to PHMD or Purchaser, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Purchaser, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Purchaser, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such actionNotice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements.
Appears in 1 contract
Procedures for Indemnification. Promptly (a) If any Purchaser Indemnified Person or Seller Indemnified Person (each, an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Section 8.1, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a “Notice of Claim”) to PHMD or Purchaser, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Purchaser, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Purchaser, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such actionNotice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements.
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Procedures for Indemnification. Promptly (i) If any DSKX Indemnified Person or PHMD Indemnified Person (each, an “Indemnified Person”) shall claim indemnification hereunder for any matter (other than a Third Party Claim) for which indemnification is provided in Article VI, the Indemnified Person shall promptly after an Indemnitee has it first obtains knowledge of any Claim facts which could reasonably be expected to give rise to Losses that will serve the basis for such claim, give written notice (a “Notice of Claim”) to PHMD or Surviving Corporation, as to which applicable, setting forth the basis for such Indemnitee reasonably believes indemnity may be sought or promptly after such Indemnitee receives notice claim and the nature and estimated amount of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any the Company under this Section 6.2, deliver to the Company a written notice of such Claim, and the Company shall have the right to participate in, and, claim to the extent the Company so desires, to assume control then feasible (which estimate shall not be conclusive of the defense thereof with counsel mutually satisfactory to final amount of the Company and the Indemniteeclaim), all in reasonable detail; provided, however, that an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company failure of any Indemnified Person to give timely notice thereof shall not be responsible for the reasonable fees and expense affect any of more than one (1) separate legal counsel for the Indemnitees. In its rights to indemnification hereunder nor relieve PHMD or Surviving Corporation, as the case may be, from any of the Indemnitees, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Securities to which the Claim relates. The Indemnitees shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitees which relates to such action or Claim. The Company shall keep the Indemnitees fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitees, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and action and proceeding. After indemnification as provided for under this Agreement, the rights of the Company shall be subrogated to all rights of the Indemnitees with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitees under this Section 6.2obligations hereunder, except to the extent that it is actually prejudiced by such failure. If PHMD or Surviving Corporation, as applicable, disputes any claim set forth in the Company is materially prejudiced Notice of Claim, it may, at any time deliver to the Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim, and the Parties shall attempt in its ability good faith for a period of thirty (30) days after delivery of the dispute notice to defend agree upon the rights of the Parties with respect to such action.Notice of Claim. If no such agreement can be reached after good faith negotiation, the Parties shall have the rights and remedies, if any, available to them under this Agreement or applicable Legal Requirements. 60
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Photomedex Inc)
