Terms and Conditions of Indemnification. The respective obligations and liabilities of the Company and Stone (each, an "indemnifying party") to indemnify pursuant to this Paragraph 11 shall be subject to the following terms and conditions:
(i) The party seeking to be indemnified (the "Indemnified Party") shall give the indemnifying party prompt written notice of any such claim. The Indemnified Party's failure to give prompt notice, however, shall not serve to eliminate or limit the Indemnified Party's right to indemnification hereunder except to the extent such failure materially prejudices the rights of the indemnifying party.
(ii) Promptly after receipt by an Indemnified Party of notice of the commencement of such action, suit, or proceeding for which such Indemnified Party is entitled to indemnification under this Paragraph 11, such Indemnified Party will notify the indemnifying party of the commencement thereof in writing; but the failure to so notify the indemnifying party (i) will not relieve it from any liability under paragraphs (a) or (b) above except to the extent such indemnifying party has been materially prejudiced by such failure (including, without limitation, that such failure results in the forfeiture by the indemnifying party of substantial rights and defenses) and (ii) will not, in any event, relieve the indemnifying party from any obligations to any Indemnified Party other than the indemnification obligation provided in Subparagraphs 11(a) and (b) above. In case any such action is brought against any Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if (A) the indemnifying party has failed to assume the defense thereof and employ such counsel or (B) the named parties to any such action (including any impleaded parties) include both the indemnifying party and the Indemnified Party and the indemnifying party and the Indemnified Party shall have been advised by counsel that representation of such indemnifying party and such Indemnified Party by the same counsel would be inappropriate under applicable standards of professional conduct due to differing interests between them, then, in each such case, the indemnifying party shall not have the right to direct the defense o...
Terms and Conditions of Indemnification. The respective obligations and liabilities of the Seller and Parent, on the one hand, and Purchaser, on the other, to indemnify pursuant to this Article VIII (a “Claim”) shall be subject to the following additional terms and conditions:
(a) A Party seeking indemnification (the “Claimant”), shall promptly notify the Party or Parties (the “Indemnitor”) required to provide indemnification hereunder of any Claim but in no event later than twenty (20) days after becoming aware of the basis for such Claim; provided, however, that the failure of the Claimant to give the Indemnitor notice within the specified number of days shall not relieve the Indemnitor of any of its obligations hereunder except to the extent such failure actually prejudices such Indemnitor's ability successfully to defend the claim, action, suit or proceeding giving rise to the Claim.
(b) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing reasonably satisfactory to the Claimant, the defense, compromise and settlement of any third party claim (“Third Party Claim”). If the defense of a Third Party Claim is so tendered to the Indemnitor and within twenty (20) days thereafter the Indemnitor accepts such tender by written notice to the Claimant, then upon acceptance of such tender, the Indemnitor shall, unless otherwise expressly agreed in writing by the Claimant, be deemed to have agreed to indemnify the Claimant with respect to such Third Party Claim.
(c) If the Indemnitor elects not to undertake such defense, or within twenty (20) days after notice of any such Claim from the Claimant shall fail to defend or to reasonably and diligently contest, defend or litigate the Third Party Claim, the Claimant shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor.
(d) Notwithstanding anything in this Section 8.4 to the contrary, (i) the Indemnitor shall not, without the Claimant's written consent, settle or compromise any claim or consent to entry of any judgment unless such compromise or settlement includes as an unconditional term thereof the giving by the claiming Party or the plaintiff to the Claimant and its Affiliates of a full and unconditional release from all Liability in respect of such Claim and such compromise or settlement does not otherwise require Claimant or its Affiliates to pay any moneta...
Terms and Conditions of Indemnification. All claims for indemnification by any Indemnified Party under this Agreement will be asserted and resolved as follows: Third Party Claim
Terms and Conditions of Indemnification. The obligations and liabilities of Xxxxxxxxx with respect to claims for CSI's Damages and the obligations and liabilities of CSI with respect to claims for Xxxxxxxxx'x Damages resulting in either case from the assertion of liability by third parties ("Third Party Claims"), are subject to compliance by Claimant with the following terms and conditions:
a. Claimant will give Indemnitor prompt notice of any Third Party Claim asserted against or imposed upon or incurred by Claimant, and indemnitor will undertake the defense of that claim by representatives of its own choosing.
b. In the event that Indemnitor, within a reasonable time, not to exceed thirty (30) days, after notice of any such Third Party Claim, fails to defend, Claimant will (upon further notice to Indemnitor) have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of Indemnitor, subject to the right of Indemnitor to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof.
c. Anything herein to the contrary notwithstanding:
(1) If there is a reasonable probability that a Third Party Claim may materially and adversely affect Claimant or any Affiliate of Claimant (other than as a result of the payment of money damages). Claimant will have the right to defend such Third Party Claim, or to compromise or settle such Third Party Claim for the account of Indemnitor with the prior written consent of Indemnitor, which consent will not be unreasonably withheld, and
(2) No Indemnitor will, without Claimant's written consent, settle or compromise any Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the third party claimant or the plaintiff of Claimant from all further liability in respect of such Third Party Claim.
Terms and Conditions of Indemnification. The obligations and liabilities of any party to indemnify any other party under this Section 11 shall be subject to the following terms and conditions:
Terms and Conditions of Indemnification. The respective indemnification obligations of the Company and the Investors (each an "Indemnifying Party") under this Section 6 shall be subject to the
