Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in at its own expense, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent and Purchaser shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then:
(i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.
Provisions Regarding Indemnification. (a) The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any third-party claim, demand, action or proceeding for which indemnification will or may be sought under Sections 10.1 or 10.2 (a “Third Party Claim”), but in no event later than ten (10) Business Days after receiving notice of such Third Party Claim; provided, however, that the failure to so notify the indemnifying party will not relieve the indemnifying party from liability hereunder in respect of such claim except to the extent the indemnifying party is prejudiced as a result of such failure, including where failure results in losses to the indemnifying party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such claim. Such notice shall specify facts reasonably known to the indemnified party (or parties) giving rise to such indemnity rights. The indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. If the indemnifying party elects not to assume the defense or fails to notify the indemnified party, within ten (10) Business Days after delivery of the indemnified party’s notice of such Third Party Claim (which period shall toll during any period in which the indemnified party is in breach of Section 6.17 in respect of such claim), that it will assume the defense, then the indemnified party may employ counsel reasonably satisfactory to the indemnifying party to represent or defend it against any such Third Party Claim and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, however, that the indemnifying party shall not, in connection with any legal proceeding or any separate but substantially similar legal proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified persons, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such legal proceeding. If the indemnifying party does assume the defense of such Third Party Claim, the indemnifying party shall have no obligation in respect of the indemnified party’s expenses; provided, that the indemnified party shall have the right to participate in, at its own expense, but not control, the defense of any such Third Party Claim. In connection w...
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will be sought under Section 6.1 or 6.2 of this 378486.1
(i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.
Provisions Regarding Indemnification. 29 7.4. Survival............................................ 29 351494.6
Provisions Regarding Indemnification. 57 7.4 Survival..................................................................57 7.5 Limitations...............................................................57 7.6 No Recourse Against the Company...........................................58 7.7
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Article 8. Such notice shall specify facts reasonably known to the indemnified party (or parties) giving rise to such indemnity rights. Unless the indemnifying party (or parties) notifies the indemnified party (or parties), in writing, within ten (10) business days following its receipt of the indemnified party's (or parties') notice that it disputes the right of such indemnified party (or parties) to indemnification hereunder, the indemnified party (or parties) shall be conclusively deemed entitled to indemnification hereunder. Any rights of indemnification established pursuant to the terms of this Article 8 shall promptly thereafter be paid and satisfied by such indemnifying party (or parties). To the extent a dispute exists between such indemnified party (or parties) and the applicable indemnifying party (or parties), such dispute shall be resolved in accordance with Section 14.2 of the Management Agreement.
Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 4.1 or 4.2 of this Agreement and provide all pleading and other documentation relating to such claim, demand, action or proceeding, and, if such claim, demand,
(i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. The Representative shall in all events act under this Section 4.3 for each and all of Sellers and Owners, whether as an indemnified party or an indemnifying party pursuant to the authority given to the Representative in Section 5.14 hereof and PRGI and PRGX shall have the right to deal exclusively with the Representative in respect of all matters relating to Sellers and Owners under this Section 4.3.
Provisions Regarding Indemnification. 25 6.4 Survival.......................................................25 6.5 Limitations....................................................25 ARTICLE VII CONDITIONS TO OBLIGATIONS OF PURCHASER TO CLOSE................26
Provisions Regarding Indemnification. 44 14.5 Tax Consequences............................................ 44 14.6 Exclusive Remedy....
Provisions Regarding Indemnification
