Representation, Cooperation and Settlement. (a) Each party agrees to give prompt notice to the other, of any claim against the other, which might give rise to a claim based on the indemnity contained in Sections 8.1(a) and 8.1(b), stating the nature and basis of the claim and the amount thereof.
Representation, Cooperation and Settlement. (a) A party seeking indemnification pursuant to this Article VI (an “Indemnitee”) shall give prompt written notice to the party from whom indemnification is sought (an “Indemnitor”) of any claim asserted against such Indemnitee which might give rise to a claim by such Indemnitee against such Indemnitor based on the provisions of this Article VI, stating the nature and basis of the first-mentioned claim and the amount (or a good faith estimate) thereof.
Representation, Cooperation and Settlement. (a) An Indemnified Party agrees to give prompt written notice to an Indemnifying Party of any claim against it which might give rise to a claim by such Indemnified Party based on the indemnity agreement contained in Section 7.3 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof; provided, that the failure of the Indemnified Party to give the Indemnifying Party prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, but may create a cause of action for breach for damages directly attributable to such delay.
Representation, Cooperation and Settlement. (a) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") of any claim against the Indemnified Party which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure.
Representation, Cooperation and Settlement. (a) Each party agrees to give prompt notice to the other, of any claim against the other, which might give rise to a claim based on the indemnity contained in Sections 7.1 and 7.2, stating the nature and basis of the claim and the amount thereof.
Representation, Cooperation and Settlement. (a) The UHS Group agrees to give prompt written notice to the Sellers of any claim against the UHS Group which might give rise to a claim by the UHS Group against the Sellers based on the indemnity agreement contained in Section 7.3 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof.
Representation, Cooperation and Settlement. (a) Seller agrees to give prompt written notice to Buyer of any claim against Seller which might give rise to a claim by Seller against Buyer based on the indemnity agreement contained in Section 6.7 hereof, stating the nature and basis of the first-mentioned claim in the amount thereof.
Representation, Cooperation and Settlement. (a) Any party entitled to indemnification hereunder (the "Indemnified Party") shall give prompt notice to the party obligated to indemnify it hereunder (the "Indemnifying Party") of any claim against Indemnified Party might give rise to a claim based on the indemnity contained in this Article 10, stating the nature and basis of the claim and the amount thereof.
Representation, Cooperation and Settlement. With respect to claims made by third parties, if a party or person named in Sections 10.1 or 10.2 as being entitled to indemnification hereunder (an "Indemnitee") is threatened with any claim, or any claim is presented to or any action or proceeding commenced against such party or person, which my give rise to the right of indemnification hereunder, the Indemnitee will give written notice thereof promptly (and in no event later than the last survival date of the representation and warranty for the breach of which indemnification is sought) to the party or parties bearing the indemnification obligation (the "Indemnifying Party"). The Indemnifying Party shall have the right to participate in the defense of such caim, action or proceeding, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly notified, to assume the defense. thereof with counsel mutually satisfactory to such parties and the Indemnitee. If the Indemnifying Party and the Indemnitee agree upon mutually satisfactory counsel to assume the defense, the Indemnifying Party shall assume the expense of such counsel's fees and shall no longer assume the expense of the Indemnitee's attorneys' fees. In the event the Indemnifying Party undertakes to compromise or defend any such liability, the Indemnifying Party shall so notify the Indemnitee in writing promptly of its intention to do so, and the Indemnitee shall cooperate with the Indemnifying Party and its counsel in the compromising of or the defending against any such liabilities or claims, at the expense of the Indemnifying Party. Such cooperation shall include, but shall not be limited to, the provision to the Indemnifying Party of reasonable access to the Indemnitee's business records, research, documents and employees as they relate to the defense of any indemnified claim. In response to a bona fide settlement offer, the Indemnifying Party may settle the monetary portion of an indemnifiable matter which it has duly elected to contest without the consent of the Indemnitee unless such settlement has an adverse effect upon the Indemnitee, in which case such matters shall be settled only with the consent of the Indemnitee; provided, however, that the Indemnifying Party shall not have the right to agree to a settlement involving injunctive or other equitable relief without obtaining the prior written consent of the Indemnitee. In the event the Indemnitee declines to consent to the monetary settlement d...
Representation, Cooperation and Settlement. (a) ProMedCo and MergerSub shall give prompt notice to the Shareholder Representative of any claim against ProMedCo or MergerSub which might give rise to a claim based on the indemnity contained in this Article 2, stating the nature and basis of the claim and the amount thereof.
