Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. In the event any Parent Indemnified Party becomes aware of a made by any third party claim against the Parent Indemnified Party (a “Third-Party Claim”), which such Parent Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this ARTICLE 9, such Parent Indemnified Party shall notify the Stockholders Agent or, in the event indemnification is being sought hereunder directly from a party or parties hereto liable for such indemnification and not from the Escrow Shares (the “Indemnifying Party”), such Indemnifying Party, of such claim, and the Stockholders Agent (on behalf of the Company Stockholders) or the Indemnifying Party, as applicable, shall be entitled, at their expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim. The Parent Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided, however, that except with the consent of the Stockholders Agent or the Indemnifying Party, as applicable, no settlement of any such Third Party Claim with third party claimants shall be determinative of the amount of Damages relating to such matter.

Third Party Claim Procedures. In the event any Parent Indemnified Party becomes aware of a threat made by any third party claim against the Parent such Indemnified Party (a “Third-Party Claim”), which such Parent Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this ARTICLE 9XII, such Parent Indemnified Party shall notify the Stockholders Agent Indemnifying Party or, in the event indemnification is being sought hereunder directly from a party or parties hereto liable for such indemnification and not from the Escrow Shares (the “Third-Party Indemnifying Party”), such Third-Party Indemnifying Party, of such claim, and the Stockholders Agent (on behalf of the Company Stockholders) Indemnifying Party or the Third-Party Indemnifying Party, as applicable, shall be entitled, at their expense, to participate in, but not to determine or conduct, the defense of such Third Third-Party Claim. The Parent Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided, however, that except with the consent of the Stockholders Agent Indemnifying Party or the Third-Party Indemnifying Party, as applicable, no settlement of any such Third Third-Party Claim with third party claimants shall be determinative of the amount of Damages relating to such matter.

Third Party Claim Procedures. In A party seeking indemnification (the event any Parent Indemnified Party becomes aware of a made by any third party claim against the Parent Indemnified Party (a “Third-Party ClaimIndemnitee”), which such Parent Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this ARTICLE 9, such Parent Indemnified Party ) shall promptly notify the Stockholders Agent or, in the event indemnification is being sought hereunder directly from a other party or parties hereto liable for such indemnification and not from the Escrow Shares (the “Indemnifying Party”), such Indemnifying Party, ) in writing of such a claim, and demand, action or proceeding; provided that an Indemnitee’s failure to give such notice or delay in giving such notice shall not affect such Indemnitee’s right to indemnification under this Section 8 except to the Stockholders Agent (on behalf of the Company Stockholders) or extent that the Indemnifying Party, as applicable, shall be entitled, at their expense, to participate in, but not to determine Party has been prejudiced by such failure or conduct, the defense of such Third Party Claimdelay. The Parent Indemnified Indemnifying Party shall have the right in its sole discretion to conduct control the defense ofof all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim, and to settle, any such claim; provided, however, that except action or proceeding with counsel of its own choosing. The Indemnifying Party shall consult with the consent Indemnitee in good faith with respect to all non-privileged aspects of the Stockholders Agent or defense strategy. The Indemnitee shall cooperate with the Indemnifying PartyParty as reasonably requested, as applicableat the Indemnitee’s sole cost and expense. The Indemnifying Party shall not settle any claim, no settlement of any such Third Party Claim demand, action or proceeding with third party claimants respect to which without the Indemnitee’s prior written consent, which consent shall not be determinative of the amount of Damages relating to such matterunreasonably withheld.

Third Party Claim Procedures. In A party seeking indemnification (the event any Parent Indemnified Party becomes aware of a made by any third party claim against the Parent Indemnified Party (a “Third-Party ClaimIndemnitee”), which such Parent Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this ARTICLE 9, such Parent Indemnified Party ) shall promptly notify the Stockholders Agent or, in the event indemnification is being sought hereunder directly from a other party or parties hereto liable for such indemnification and not from the Escrow Shares (the “Indemnifying Party”), such Indemnifying Party, ) in writing of such a claim, and demand, action or proceeding; provided that an Indemnitee’s failure to give such notice or delay in giving such notice shall not affect such Indemnitee’s right to indemnification under this Section 6 except to the Stockholders Agent (on behalf of the Company Stockholders) or extent that the Indemnifying Party, as applicable, shall be entitled, at their expense, to participate in, but not to determine Party has been prejudiced by such failure or conduct, the defense of such Third Party Claimdelay. The Parent Indemnified Indemnifying Party shall have the right in its sole discretion to conduct control the defense ofof all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim, and to settle, any such claim; provided, however, that except action or proceeding with counsel of its own choosing. The Indemnifying Party shall consult with the consent Indemnitee in good faith with respect to all non-privileged aspects of the Stockholders Agent or defense strategy. The Indemnitee shall cooperate with the Indemnifying PartyParty as reasonably requested, as applicableat the Indemnitee’s sole cost and expense. The Indemnifying Party shall not settle any claim, no settlement of any such Third Party Claim demand, action or proceeding with third party claimants respect to which without the Indemnitee’s prior written consent, which consent shall not be determinative of the amount of Damages relating to such matterunreasonably withheld.

Third Party Claim Procedures. In (i) Purchaser shall cause the event any Parent Purchaser Indemnified Party becomes aware of a made by any third party claim against seeking indemnification under this Section 8.02 to give reasonably prompt written notice to the Parent Indemnified Party (a “Third-Party Claim”), which such Parent Indemnified Party reasonably believes may result in a claim for indemnification pursuant to this ARTICLE 9, such Parent Indemnified Party shall notify the Stockholders Agent or, in the event indemnification is being sought hereunder directly from a party or parties hereto liable for such indemnification and not from the Escrow Shares (the “Indemnifying Party”), such Indemnifying Party, of such claim, and the Stockholders Agent Equityholders’ Representative (on behalf of the Company StockholdersIndemnifying Parties) of the assertion of any claim or the Indemnifying Party, as applicable, shall be entitled, at their expense, to participate in, but not to determine or conduct, the defense commencement of such any Litigation by any third party (a “Third Party Claim. The Parent ”) in respect for which indemnity may be sought under this Section 8.02, which notice shall describe (to the extent reasonably known by the Purchaser Indemnified Party shall have Party) the right in its sole discretion to conduct facts constituting the defense of, and to settle, any such claim; provided, however, that except with the consent of the Stockholders Agent or the Indemnifying Party, as applicable, no settlement of any basis for such Third Party Claim with third party claimants shall be determinative of and the amount of Damages relating the claimed Losses. The Purchaser Indemnified Parties shall also promptly furnish the Equityholders’ Representative (on behalf of the Indemnifying Parties) with such information as such Persons may have or receive with respect to any Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such matterparty and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure to so notify the Equityholders’ Representative (on behalf of the Indemnifying Parties) shall not relieve the Indemnifying Parties of their obligations hereunder, except to the extent such failure shall have prejudiced any such Indemnifying Party.