Common use of Procedures Relating to Indemnification under Sections Clause in Contracts

Procedures Relating to Indemnification under Sections. 7.1 and 7.2. In order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under Sections 7.1 or 7.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time the defense thereof with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnified Party so elect to assume and control the defense and settlement of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense or settlement thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in, but not control, the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (subject to the first sentence of the first paragraph of this Section 7.5). Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's written request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent.

Procedures Relating to Indemnification under Sections. 7.1 and 7.2. 7.2 In ----------------------------------------------------------------- order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under Sections 7.1 or 7.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the party from whom indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (including including, without Stations court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time the defense thereof with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnified Party so elect to assume and control the defense and settlement of a Third Party ClaimClaim (assuming the Indemnifying Party has not chosen to assume such defense), the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense or settlement thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in, but not control, the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (subject to the first sentence of the first paragraph of this Section 7.5). Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's written request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying 50 Party shall have assumed the defense of a Third Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Indemnified Party's prior written consent.

Procedures Relating to Indemnification under Sections. 7.1 6.1 and 7.26.2. In order for a (a) A party seeking indemnification pursuant to Sections 6.1 and 6.2 (the an "Indemnified Party") shall give prompt notice to be entitled to any indemnification provided for under Sections 7.1 or 7.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the party from whom such indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within ten assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party in respect of which indemnity may be sought hereunder (10) Business Days after receipt by such Indemnified Party of written notice of the a "Third Party Claim; provided") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party (which, in the case of Seller or Parent, must include both such parties) shall have been prejudiced as a result of such failure the right, exercisable by written notice (except the "Notice") tothe Indemnified Party (which notice shall state that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to expressly agrees that as between the Indemnifying Party, within five (5) Business Days after Party and the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will shall be entitled solely obligated to participate in satisfy and discharge the Third Party Claim) within fourteen (14) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense thereof andof such Third Party Claim, if it so chooses, assume at any time the defense thereof with using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should ; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if (i) the named parties to any such action (including any impleaded parties) include both the Indemnified Party so elect and the Indemnifying Party and (ii) the Indemnified Party shall have been advised by counsel in writing that under applicable standards of professional responsibility, a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to assume and control the defense and settlement of a Third Party Claim, in which case such Indemnified Party shall have the right to participate in the defense of such Third Party Claim and all Losses in connection therewith shall be reimbursed by the Indemnifying Party. In addition, if the Indemnifying Party will not be liable fails to give the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection Notice complying with the defense or settlement thereof. If provisions stated above within the Indemnifying Party assumes such defensestated time period, the Indemnified Party shall have the right to participate in, but not control, assume control of the defense thereof of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed all Losses in connection therewith shall be reimbursed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses upon demand of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (subject to the first sentence of the first paragraph of this Section 7.5). Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's written request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent.

Procedures Relating to Indemnification under Sections. 7.1 6.1 and 7.26.2. In order for a (a) A party seeking indemnification pursuant to Sections 6.1 and 6.2 (the an "Indemnified Party") shall give prompt notice to be entitled to any indemnification provided for under Sections 7.1 or 7.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the party from whom such indemnification is sought (the "Indemnifying Party") in writing of the Third Party Claim within ten assertion of any claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party in respect of which indemnity may be sought hereunder (10) Business Days after receipt by such Indemnified Party of written notice of the a "Third Party Claim; provided") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party (which, in the case of Seller or Parent, must include both such parties) shall have been prejudiced as a result of such failure the right, exercisable by written notice (except the "Notice") to the Indemnified Party (which notice shall state that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to expressly agrees that as between the Indemnifying Party, within five (5) Business Days after Party and the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will shall be entitled solely obligated to participate in satisfy and discharge the Third Party Claim) within fourteen (14) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume the defense thereof andof such Third Party Claim, if it so chooses, assume at any time the defense thereof with using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should ; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if (i) the named parties to any such action (including any impleaded parties) include both the Indemnified Party so elect and the Indemnifying Party and (ii) the Indemnified Party shall have been advised by counsel in writing that under applicable standards of professional responsibility, a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to assume and control the defense and settlement of a Third Party Claim, in which case such Indemnified Party shall have the right to participate in the defense of such Third Party Claim and all Losses in connection therewith shall be reimbursed by the Indemnifying Party. In addition, if the Indemnifying Party will not be liable fails to give the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection Notice complying with the defense or settlement thereof. If provisions stated above within the Indemnifying Party assumes such defensestated time period, the Indemnified Party shall have the right to participate in, but not control, assume control of the defense thereof of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed all Losses in connection therewith shall be reimbursed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses upon demand of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (subject to the first sentence of the first paragraph of this Section 7.5). Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's written request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent.