Procedures Regarding Third Party Claims Sample Clauses
The Procedures Regarding Third Party Claims clause outlines the steps parties must follow when a claim is made against one of them by an external party. Typically, this clause requires prompt notification of the claim, cooperation between the parties, and may specify who controls the defense or settlement of the claim. Its core function is to ensure that both parties are informed and can coordinate their response, thereby minimizing misunderstandings and protecting their respective interests in the event of third-party legal actions.
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:
(a) Promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim by a third person, which the party 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 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 assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in such defense after such assumption at the Indemnified Party’s own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; provided that such settlement is paid in full by the Indemnifying Party and will not have any continuing material adverse effect upon the Indemnified Party.
(c) With respect to any action, proceeding or claim as to which the Indemnifying Party shall not have exercised its right to assume the defense, the Indemnified Party may assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it. The Indemnifying Party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys’ fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Section 8.1 or Section 8.2 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, in the event that the Indemnified Party shall settle or compromise any claims involved in the action insofar as they relate to, or arise out of, the same...
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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. The procedures to be followed by Purchaser and Seller with respect to indemnification hereunder regarding claims by third parties shall be as follows:
(a) Promptly after receipt by Purchaser or Seller, as the case may be, of notice of the commencement of any action or proceeding or the assertion of any claim by a third person, which the party 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 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.
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
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. (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 Sellers, 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 Stock 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 Stock Purchase Agreement (a "Third Party Claim"), the Indemnified
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