Procedures Regarding Third Party Claims. The procedures to be followed by Purchaser and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows:
Procedures Regarding Third Party Claims. The procedures to be followed by the Buyer and the Seller with respect to indemnification hereunder regarding claims by third persons which could give rise to an indemnification obligation hereunder shall be as follows:
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Procedures Regarding Third Party Claims. Dartmouth College shall notify Supplier in writing within thirty (30) days of the assertion by a third party of any claim that is subject to indemnification under Section 8.1. Failure to notify Supplier shall not result in the waiver of indemnity rights with respect to such claim unless such failure materially prejudices the ability of Supplier to defend such claim and only to the extent thereof. The Parties shall cooperate with each other in the defense and settlement of any such claim. In the event Supplier does not accept the defense of any matter, Dartmouth College shall have the right to defend such matter. No Party who has assumed the defense of any matter shall settle the matter without the consent of the indemnifying Party or the Party seeking indemnification, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed.
Procedures Regarding Third Party Claims. (a) In the event that any person entitled to indemnification under this Article 2 (the "Indemnified Party") becomes aware of any matter with respect to which it believes it is entitled to indemnification under this Article 2 from Buyer or Seller, as applicable (the "Indemnifying Party"), and such matter involves (i) any claim made against the Indemnified Party by any party other than a party to the Asset Purchase Agreement or (ii) the commencement of any action, suit, investigation, arbitration or similar proceeding against the Indemnified Party by any party other than a party to the Asset Purchase Agreement (a "Third Party Claim"), the Indemnified Party shall notify the Indemnifying Party in writing with reasonable promptness of such Third Party Claim, specifying, to the extent known, the nature, circumstances and the amount of such Third Party Claim (a "Third Party Claim Notice") accompanied by all correspondence, documents, pleadings or other writings received with respect to such Third Party Claim. Failure to give such reasonably prompt notice shall not relieve the Indemnifying Party of its obligations under this Article 2, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have ten (10) business days from its receipt of a Third Party Claim Notice (the "Third Party Claim
Procedures Regarding Third Party Claims. Promptly after receipt by any Buyer Indemnitee or Seller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the "Indemnified Party") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the "Indemnifying Party") setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such claim, proceeding or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.
Procedures Regarding Third Party Claims. (a) If a third party makes a claim against an Indemnitee for which such Indemnitee intends to seek indemnification hereunder, such Indemnitee shall notify the other party or parties against whom it intends to assert such indemnification claim (in such context, an “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnitee of any claim by a third party (a “Third-Party Claim”), but the failure or delay so to notify the Indemnifying Party shall not relieve it of any obligation or liability that it may have to the Indemnitee, except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Third Party Claim is materially and adversely prejudiced thereby.
Procedures Regarding Third Party Claims. (a) In the event that any person entitled to indemnification under this Article 2 (the "Indemnified Party") becomes aware of any matter with respect to which it believes it is entitled to indemnification under this Article 2 from Buyer or Seller, as applicable (the "Indemnifying Party"), and such
Procedures Regarding Third Party Claims. The procedures to be followed by the Purchaser and the Seller with respect to any third party claim, demand, suit, cause of action, or proceeding (judicial or otherwise) (collectively, a "CLAIM") which could give rise to an indemnification obligation hereunder shall be as follows:
Procedures Regarding Third Party Claims. The procedures to be followed by the Buyer and the Seller with respect to indemnification hereunder regarding claims by third persons shall be as follows: (a) Promptly after receipt by any Buyer Indemnitee or Seller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person, which the person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the "Indemnified Party") shall give notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the "Indemnifying Party"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms, in writing, its obligation hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to
