Third Party Claim Procedure. If a third party (including, without limitation, a governmental organization) asserts a claim against a party to this Agreement and indemnification in respect of such claim is sought under the provisions of this Section 9 by such party against another party to this Agreement, the party seeking indemnification hereunder (the “Indemnified Party”) shall promptly (but in no event later than ten (10) Business Days prior to the time in which an answer or other responsive pleading or notice with respect to the claim is required) give written notice to the party against whom indemnification is sought (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have the right at its election to take over the defense or settlement of such claim by giving prompt written notice to the Indemnified Party at least five (5) Business Days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel or representative of its choosing (subject to the Indemnified Party’s approval of such counsel or representative, which approval shall not be unreasonably withheld), shall be responsible for the expenses of such defense, and shall be bound by the results of its defense or settlement of claim to the extent it produces damage or loss to the Indemnified Party. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have a material and adverse effect on the Indemnified Party may be agreed to without its written consent. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense. Within twenty (20) Business Days after the receipt by the Indemnifying Party of written request by the Indemnified Party at any time, the Indemnifying Party shall make financial arrangements reasonably satisfactory to the Indemnified Party, such as the posting of a bond or a letter of credit, to secure the payment of its obligations under this Section 9 in respect of such claim. If the Indemnifying Party does not make such election, or having made such election does not proceed diligently to defend such claim, or does not make the financial arrangements described in the immediately preceding sentence, then the Inde...
Third Party Claim Procedure. (a) The party against whom a third-party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense.
Third Party Claim Procedure. All third party claims under Section 7 shall be conducted as follows:
Third Party Claim Procedure. If the Companies or Purchasers are sued or threatened to be sued by a third party, including any governmental agencies, or if the Companies or Purchasers are subjected to any audit or examination by any tax authority ("THIRD PARTY CLAIM"), which may give rise to a Purchaser Claim, Purchasers shall give Sellers immediately (unverzuglich) written notice of such Third Party Claim. Purchasers shall ensure that Sellers shall be provided with all material, information and assistance relevant in relation to the Third Party Claim, be given reasonable opportunity to comment or discuss with Purchasers any measures which Purchasers proposes to take or to omit in connection with a Third Party Claim. In particular, Sellers shall be given the opportunity to comment on, participate in, and review any reports, all relevant tax and social security audits or other measures and receive without undue delay copies of all relevant orders e.g. (Bescheide) of any authority, in each case subject to applicable law. No admission of liability shall be made by or on behalf of Purchasers or the Companies and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of Sellers, which shall not be unreasonably withheld. Further, however, subject to prior consultation with Purchasers and subject to Purchasers' prior written consent, which shall not be unreasonably withheld, Sellers shall be entitled at their own discretion to take such action (or cause Purchasers or the Companies to take such action) as it deems necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third Party Claim (including making counter claims or other claims against third parties) in the name of and on behalf of Purchasers or the Companies concerned and Purchasers will give and cause the Companies to give (subject to them being paid all reasonable out-of-pocket costs and expenses), all such information and assistance, as described above, including during normal business hours and upon prior written notice access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Sellers or their professional advisers may reasonably request provided it is done in such a way so as to minimize business disruption. Sellers agree to use all such i...
Third Party Claim Procedure. (1) If the Indemnifying Party assumes the investigation and defense of a Third Party Claim:
Third Party Claim Procedure. (a)In the event an Indemnified Party becomes aware of a claim made by a Third Party (including any action, suit or proceeding commenced or threatened to be commenced by any Third Party) (each a “ Third Party Claim”) that such Indemnified Party reasonably believes may result in an indemnification claim pursuant to Section 7.1, such Indemnified Party shall promptly as practicable after becoming aware of such claim notify the Indemnifying Party in writing of such claim (such notice, the “Claim Notice”). The Claim Notice shall be accompanied by supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in delivering a Claim Notice shall relieve the Indemnifying Party from any Liability hereunder except to the extent of any Loss or Liability caused by or arising out of such delay or failure.
Third Party Claim Procedure. To the extent not prohibited by applicable law, the party that is obligated to defend a claim will have the right to fully control the defense.
Third Party Claim Procedure. 15.2.1. If a third party asserts or threatens to assert any claim against Buyer or Cxxxxxx or its Affiliates, or if Buyer or Cxxxxxx or its Affiliates is subjected to any audit or examination by any public authority, in each case based on facts or circumstances that are reasonably likely to give rise to a Buyer Claim (each a “Third Party Claim”), Buyer shall, notwithstanding its obligations pursuant to Section 15.1, give Sellers’ Notice of such Third Party Claim within twenty (20) Business Days after Bxxxx has learned of any of the aforementioned actions or circumstances. The provisions of Section 15.1 shall apply accordingly.
Third Party Claim Procedure. 24.2.1 If a third party asserts or threatens to assert any claim against Purchaser or any Target Group Company, or if Purchaser or any Target Group Company is subjected to any audit or examination by any public authority (other than a Taxing Authority) or any public authority (other than a Taxing Authority) issues or threatens to issue a decision, order or decree against Purchaser or any Target Group Company, in each case based on facts or circumstances that are likely to give rise to a Purchaser’s Warranty Claim (each a “Third Party Claim”), Purchaser shall, to the extent legally and practically possible, give Sellers notice of such Third Party Claim within fifteen (15) Business Days (unless a shorter time period applies under the Third Party Claim) after Purchaser has gained positive knowledge of the Third Party Claim. Section 24.1.2 shall apply accordingly.
Third Party Claim Procedure. An indemnifying party’s obligations to indemnity and defend under this Section 8 are expressly conditioned upon, (1) being provided prompt written notice of any indemnified claim by the indemnified party: provided that a failure to provide such prompt notice shall not release the indemnifying party from its obligations unless such lack of timely notice materially impacts the ability of the indemnifying party to defend against the claim, (2) the indemnifying party having the sole right to control the defense, and to agree to any cash settlement, adjustment or compromise of the claim; provided, that (a) any settlement, adjustment, or compromise of the claim shall not result in any financial or non-financial obligations and/or admissions of guilt being imposed on the indemnified party without the prior written consent of the indemnified party in its sole discretion, and (b) the indemnified party may employ separate counsel at its own expense to participate in the defense of the claim, and (3) the indemnified party providing reasonable cooperation with the indemnifying party in the defense of the claim The indemnified party shall have no authority to settle any claim on behalf of the indemnifying party without the consent of the indemnifying party.
