Common use of Procedures with Respect to Third Party Claims Clause in Contracts

Procedures with Respect to Third Party Claims. Promptly after the commencement of any action or Proceeding by a third party against any party hereto (a “Third Party Claim”) that is reasonably expected to give rise to a claim for indemnification under this Article 12, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought of such Third Party Claim. No failure to provide such notice shall affect indemnification hereunder unless such failure materially prejudices the Indemnifying Party. The Indemnifying Party shall then be entitled to participate in such action or Proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after Each party shall promptly notify the commencement other parties upon its having knowledge of the occurrence of any claim, assertion, event, action or Proceeding by a third party proceeding against the Company or any party hereto (a “Third Party Claim”) that is reasonably expected to which would give rise to a claim for indemnification under this Article 129. Promptly after the occurrence of any claim, assertion, event, action or proceeding against the Company or any party hereto which could give rise to a claim for indemnification under this Article 9, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) from whom if it wishes to assert a claim for indemnification is sought under this Article 9. The failure of such Third the Indemnified Party Claim. No failure to provide such timely deliver any notice hereunder shall affect indemnification hereunder unless such failure materially prejudices not reduce the liability of the Indemnifying PartyParty except to the extent the Indemnifying Party demonstrates that the defense of the subject claim has been prejudiced by such failure. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified PartyParty (but prior to assuming such defense the Indemnifying Party shall have acknowledged in writing its indemnification obligation hereunder). After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 9.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, law or any violation of the rights of any Person, by the Indemnified Party person and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party Party, and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof (and in connection therewith, acknowledges in writing its indemnification obligation hereunder), the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after the commencement occurrence of any claim, assertion, event, action or Proceeding by a third party proceeding against the Company or any party hereto (a “Third Party Claim”) that is reasonably expected to which could give rise to a claim for indemnification under this Article 12ARTICLE 9, the party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice in writing to the party (the “Indemnifying Party”) from whom indemnification is sought (the "INDEMNIFYING PARTY") if it wishes to assert a claim for indemnification under this ARTICLE 9. The failure of such Third the Indemnified Party Claim. No failure to provide timely deliver such notice shall affect indemnification hereunder unless such failure materially prejudices not reduce the liability of the Indemnifying PartyParty except to the extent the Indemnifying Party demonstrates that the defense of the subject claim has been prejudiced by such failure. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified PartyParty (but prior to assuming such defense the Indemnifying Party shall have acknowledged in writing its indemnification obligation hereunder). After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 SECTION 9.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s 's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, or law of any violation of the rights of any Person, by the Indemnified Party person and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within 30 days after the Indemnifying Party's notice is given, give notice to the Indemnified Party of its election to assume the defense thereof (and in connection therewith, acknowledges in writing its indemnification obligation hereunder), the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. (a) Promptly after the commencement of any action or Proceeding by a third party proceeding against Holdings, its Subsidiaries or any party hereto (a “Third Party Claim”) that is reasonably expected to which could give rise to a claim for indemnification under Section 11.1 (other than a Tax Contest, as to which the provisions of Section 10.9 rather than this Article 12Section 11.3 shall apply) (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) pursuant to Section 11.2 if it wishes to assert a claim for indemnification under this Article 11; provided, that failure by the Indemnified Party to promptly notify the Indemnifying Party shall not relieve the Indemnifying Party from whom indemnification is sought of such Third Party Claim. No failure to provide such notice shall affect indemnification any obligation hereunder unless such failure materially prejudices (and then solely to the extent) the Indemnifying PartyParty is thereby materially prejudiced. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to such Indemnified Party. After notice from if (i) the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable provides written notice to such Indemnified Party under Section 12.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by that the Indemnifying Party intends to undertake such defense and that the Indemnifying Party will indemnify the Indemnified Party against Damages resulting from or relating to such Third Party Claim (subject to the limitations set forth in connection with Sections 11), and (ii) the defense thereof, other than reasonable costs of investigationthe Third Party Claim is conducted actively and diligently by legal counsel reasonably acceptable to the Indemnified Party. If For so long as an Indemnifying Party assumes is entitled to prosecute the defense of such an action action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which consent shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, Law or any violation of the rights of any Person, by the Indemnified Party Person and no adverse effect on any other claims that may be made against the Indemnified Party and Party, (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party and (iii) such compromise or settlement contains or serves to effect an unconditional release (with prejudice) by the Person(s) asserting such third-party claim to all Indemnified Parties from all Damages and other liability with respect to such claim and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which consent shall not be unreasonably withheld). Notwithstanding If notice is given to an Indemnifying Party of the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that commencement of any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdoes not, such within twenty (20) days after the Indemnified Party mayParty’s notice is given, by give notice to the Indemnifying Party, Indemnified Party of its election to assume the exclusive right to defenddefense thereof, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability with respect to be bound by any judgment entered determination made in such action or any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld)effected by the Indemnified Party. The Indemnified Party shall cooperate with at all times have the Indemnifying Party and its counsel right to fully participate in order to ensure the proper and adequate defense of a Third Party Claim with its own counsel and at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice of counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, including by providing access the reasonable fees and expenses of counsel to its relevant business records the Indemnified Party solely in connection with such conflicting interests shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and other documents, and employeesexpenses of more than one counsel per jurisdiction for the Indemnified Party.

Procedures with Respect to Third Party Claims. Promptly after the commencement occurrence of any claim, assertion, event, action or Proceeding by a third party proceeding against the Company or any party hereto (a “Third Party Claim”) that is reasonably expected to which could give rise to a claim for indemnification under this Article 129, the party seeking indemnification (the “Indemnified Party”) shall give notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) from whom if it wishes to assert a claim for indemnification is sought under this Article 10. The failure of such Third the Indemnified Party Claim. No failure to provide timely deliver such notice shall affect indemnification hereunder unless such failure materially prejudices not reduce the liability of the Indemnifying PartyParty except to the extent the Indemnifying Party demonstrates that the defense of the subject claim has been prejudiced by such failure. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified PartyParty (but prior to assuming such defense the Indemnifying Party shall have acknowledged in writing its indemnification obligation hereunder). After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of a claim, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 10.2 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law, law or any violation of the rights of any Person, by the Indemnified Party person and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages damages that are paid in full by the Indemnifying Party Party, and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action and it does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof (and in connection therewith, acknowledges in writing its indemnification obligation hereunder), the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld). The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to its relevant business records and other documents, and employees.

Procedures with Respect to Third Party Claims. Promptly after any Seller’s or the Purchaser’s receipt of notice of commencement of any action or Proceeding by a third party proceeding against the Company, any party hereto (a “Third Party Claim”) Seller or the Purchaser that is reasonably expected may result in Damages with respect to give rise to a which the Company, any Seller or the Purchaser may claim for indemnification under this Article 12Section 10, the party seeking indemnification (the “Indemnified Party”) shall give written notice in writing to the party from whom indemnification is sought (the “Indemnifying Party”) from whom pursuant to Section 10.2(a) and Section 12.6 if it wishes to assert a claim for indemnification under this Article 10. If the Purchaser is sought of such Third Party Claim. No failure delivering written notice pursuant to provide the preceding sentence, the Purchaser shall deliver such notice shall affect indemnification hereunder unless such failure materially prejudices to the Indemnifying PartySeller Representative. The Indemnifying Party shall then be entitled to participate in such action or Proceeding proceeding and, to the extent that it shall wish, to assume the defense thereof, and shall have the sole power to direct and control such defense, thereof with counsel reasonably satisfactory to such Indemnified Party. After Upon notice from the Indemnifying Party to the such Indemnified Party of its election to assume the defense of a claimthereof in accordance herewith, the Indemnifying Party shall not be liable to such Indemnified Party under Section 12.2 10.1 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than the reasonable costs of investigation; provided, however, that the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if so requested by the Indemnifying Party or, if, in the reasonable opinion of counsel to the Indemnified Party, a conflict of interest or potential conflict of interest exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any claim. If an Indemnifying Party assumes the defense of such an action Action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheldwithheld or delayed) unless (i) there is no finding or admission of any violation of Law, or any violation of the rights of any Person, by the Indemnified Party and no adverse effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Party and (b) the Indemnifying Party shall have no Liability liability with respect to any compromise or settlement thereof effected by the Indemnified Party without its the Indemnifying Party’s consent (which shall not be unreasonably withheld). If notice is given to an Indemnifying Party of the commencement of any action pursuant to Section 10.2(a) and it does not, within thirty (30) Business Days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that any an action may materially and adversely affect it or its Affiliates other than as a result of monetary Damagesdamages, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such actionaction with counsel of the Indemnified Party’s selection, but the Indemnified Party shall not compromise or settle any such action without the Indemnifying Party’s prior written consent and the Indemnifying Party shall have no Liability liability with respect to any judgment entered in any action so defended, or a compromise or settlement thereof entered into, into without its consent (which shall not be unreasonably withheldwithheld or delayed). The failure of the Indemnified Party to give reasonably prompt notice of any claim shall cooperate not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party can demonstrate actual loss and its counsel in order to ensure the proper and adequate defense prejudice as a result of a Third Party Claim, including by providing access to its relevant business records and other documents, and employeessuch failure.