Common use of Third Party Claims - Indemnification Clause in Contracts

Third Party Claims - Indemnification. 10.3.1 If any claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third party, the Indemnified Purchaser Party shall promptly notify the Controlling Shareholders of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders shall have ten days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party against such claims or demand. 10.3.2 If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Controlling Shareholders will have the right at their expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser Party. The Indemnified Purchaser Party shall have the right to participate, at their own expense, with respect to any such third party claim, demand, action or proceeding in connection with any such third party claim, demand, action or proceeding, and the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Purchaser Party, which consent shall not be unreasonably withheld. 10.3.3 In the event an Indemnified Purchaser Party should have a claim against the Controlling Shareholders hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall promptly send a Claim Notice with respect to such claim to the Controlling Shareholders. If the Controlling Shareholders do not notify the Indemnified Purchaser Party within the Notice Period that they dispute such claim, the amount of such claim shall be conclusively deemed a liability of the Controlling Shareholders hereunder.

Third Party Claims - Indemnification. 10.3.1 (a) If any claim claim, demand, Action or demand proceeding for which any of the Controlling Shareholders Sellers would be liable to an Indemnified Purchaser Buyer Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Buyer Party by a third party, or if an Indemnified Buyer Party otherwise suffers any Losses for which indemnification would be available under Section 10.1, in each case regardless of the applicability of the Threshold or the Indemnification Cap, the Indemnified Purchaser Buyer Party shall promptly notify each of the Controlling Shareholders Sellers of such claim, demand, Action or proceeding by delivering to each of the Sellers a written notice (the “Claim Notice”), (i) stating that the Indemnified Buyer Party is asserting a claim for indemnification and/or that Losses were incurred which are subject to indemnification under Section 10.1 (irrespective of the Threshold or Indemnification Cap), (ii) containing a reasonably detailed description of the nature and basis of such claim or demand, specifying and (iii) setting forth in reasonable detail and with reasonable specificity its estimate of the nature amount of monetary damages and other Losses reasonably expected to be incurred in conjunction with such claim or demand and the amount or the estimated amount thereof for which indemnification is available under Section 10.1 (taking into consideration, among other limitations, to the extent then feasible (which applicable, the Threshold and the Indemnification Cap), but such estimate shall not be conclusive of the final amount of such claim and claim, demand) (the "Claim Notice"), Action or proceeding. The Controlling Shareholders Each Seller shall have ten days fifteen (15) Business Days from the personal delivery or mailing receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Buyer Party, (A) whether or not it such Seller disputes its liability to the Indemnified Purchaser Buyer Party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it such Seller desires, at its sole cost and expense, to defend the Indemnified Purchaser Buyer Party against such claims claim, demand, Action or demandproceeding. (subject only to the proviso in subsection (b) below). 10.3.2 (b) If such claim, demand, action Action or proceeding is a third party claim, demand, action Action or proceeding, the Controlling Shareholders Sellers will have the right at their expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser Buyer Party; provided, however, that if the third-party claim relates to conduct that occurred both before and after the Closing, then notwithstanding subsection (a) above the Sellers and the Indemnified Buyer Party shall agree to share in the defense pursuant to a mutually acceptable joint defense agreement. The Indemnified Purchaser Buyer Party shall have the right to participate, at their its own expense, with respect to any such third party claim, demand, action Action or proceeding in connection with any such third party claim, demand, action Action or proceeding, and the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action Action or proceeding shall be settled by the Sellers without the prior written consent of the Indemnified Purchaser Buyer Party, which consent shall not be unreasonably withheld. 10.3.3 In the event , conditioned or delayed. All claims for indemnification by an Indemnified Purchaser Seller Party should have a claim against the Controlling Shareholders hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall promptly send a Claim Notice with respect to such claim to the Controlling Shareholders. If the Controlling Shareholders do not notify the Indemnified Purchaser Party within the Notice Period that they dispute such claim, the amount of such claim under this Agreement shall be conclusively deemed a liability of asserted and resolved under the Controlling Shareholders hereunderprocedures set forth above substituting in the appropriate place “Indemnified Seller Party” for “Indemnified Buyer Party” and variations thereof and “LSI and Buyer” for “Sellers”.

Third Party Claims - Indemnification. 10.3.1 9.5.1 If any claim or demand for which the Controlling Shareholders Sellers would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third party, the Indemnified Purchaser Party shall promptly notify the Controlling Shareholders Sellers of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”). The Controlling Shareholders Sellers shall have ten twenty (20) days from the personal delivery or mailing of the Claim Notice (the "“Notice Period"”) to notify the Indemnified Purchaser Party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party against such claims or demand. 10.3.2 9.5.2 If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Controlling Shareholders Sellers will have the right at their sole expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser Party. The Indemnified Purchaser Party shall have the right to participate, at their its own expense, with respect to any such third party claim, demand, action or proceeding in connection with any such third party claim, demand, action or proceeding, and the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Purchaser Party, which consent shall not be unreasonably withheld. 10.3.3 9.5.3 In the event an Indemnified Purchaser Party should have a claim against the Controlling Shareholders Sellers hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party shall promptly send a Claim Notice with respect to such claim to the Controlling ShareholdersSellers. If the Controlling Shareholders Sellers do not notify the Indemnified Purchaser Party within the Notice Period that they dispute such claim, the amount of such claim shall be conclusively deemed a liability of Sellers hereunder. All claims for indemnification by an Indemnified Sellers Party under this Agreement shall be asserted and resolved under the Controlling Shareholders hereunderprocedures set forth above substituting in the appropriate place “Indemnified Sellers Party” for “Indemnified Purchaser Party” and variations thereof and “Purchaser” for “Sellers.”

Third Party Claims - Indemnification. 10.3.1 (a) If any claim or demand for which the Controlling Shareholders or Sellers would be liable to an Indemnified Purchaser LSI Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser LSI Party by a third party, the Indemnified Purchaser LSI Party shall promptly notify the Controlling Shareholders and the Sellers of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”). The Controlling Shareholders and the Sellers shall have ten days from the personal delivery or mailing of the Claim Notice (the "“Notice Period"”) to notify the Indemnified Purchaser LSI Party, (Ai) whether or not it disputes its liability to the Indemnified Purchaser LSI Party hereunder with respect to such claim or demand and (Bii) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser LSI Party against such claims or demand. 10.3.2 (b) If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Controlling Shareholders and the Sellers will have the right at their expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser LSI Party. The Indemnified Purchaser LSI Party shall have the right to participate, at their own expense, with respect to any such third party claim, demand, action or proceeding in proceeding. In connection with any such third party claim, demand, action or proceeding, and the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Purchaser LSI Party, which consent shall not be unreasonably withheld. 10.3.3 (c) In the event an Indemnified Purchaser LSI Party should have a claim against the Controlling Shareholders or Sellers hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser LSI Party shall promptly send a Claim Notice with respect to such claim to the Controlling ShareholdersShareholders and Sellers. If the Controlling Shareholders and Sellers do not notify the Indemnified Purchaser LSI Party within the Notice Period that they dispute such claim, the amount of such claim shall be conclusively deemed a liability of the Controlling Shareholders and Sellers hereunder.

Third Party Claims - Indemnification. 10.3.1 (a) If any a claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third party is made against an indemnified party (i.e. a Seller indemnified party or Purchaser indemnified party), the Indemnified Purchaser Party indemnified party shall promptly notify the Controlling Shareholders indemnifying party of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible feasibly determinable (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders indemnifying party shall have ten (10) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Partyindemnified party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party indemnified party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party indemnified party against such claims or demand. If the indemnifying party fails to undertake the defense of any claim or demand, the indemnified party may undertake such matter at the expense of the indemnifying party. 10.3.2 (b) If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Controlling Shareholders indemnifying party will have the right at their its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser Partyindemnified party. The Indemnified Purchaser Party indemnified party shall have the right to participate, at their its own expense, with respect to any such third party claim, demand, action or proceeding in proceeding. In connection with any such third party claim, demand, action or proceeding, and proceeding the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Purchaser Partyindemnified party, which consent shall not be unreasonably withheld. It shall be deemed not unreasonable if a party is unwilling to consent to a settlement if the settlement results in additional liability to the indemnified party as a result of such settlement or if such party is required to be enjoined or otherwise similarly restricted or bound under the terms of the settlement. Except in instances where a settlement restricts or negatively impacts the indemnified party or its business after such settlement or results in additional liability to such party as a result of such settlement, if a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept 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; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceed- 60 66 ing 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; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party. Notwithstanding the foregoing, the provisions of Section 9.7 shall control with respect to the defense of any Income or Property Tax audit or proceeding. 10.3.3 (c) In the event an Indemnified Purchaser Party indemnified party should have a claim against the Controlling Shareholders indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party indemnified party shall promptly send a Claim Notice with respect to such claim to the Controlling Shareholdersindemnifying party. If the Controlling Shareholders do indemnifying party does not notify the Indemnified Purchaser Party indemnified party within the Notice Period that they dispute it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Controlling Shareholders indemnifying party hereunder.

Third Party Claims - Indemnification. 10.3.1 (a) If any a claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third party is made against an indemnified party (i.e. a Seller indemnified party or Purchaser indemnified party), the Indemnified Purchaser Party indemnified party shall promptly notify the Controlling Shareholders indemnifying party of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible feasibly determinable (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders indemnifying party shall have ten (10) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Partyindemnified party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party indemnified party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party indemnified party against such claims or demand. If the indemnifying party fails to undertake the defense of any claim or demand, the indemnified party may undertake such matter at the expense of the indemnifying party. 10.3.2 (b) If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Controlling Shareholders indemnifying party will have the right at their its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser Partyindemnified party. The Indemnified Purchaser Party indemnified party shall have the right to participate, at their its own expense, with respect to any such third party claim, demand, action or proceeding in proceeding. In connection with any such third party claim, demand, action or proceeding, and proceeding the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Purchaser Partyindemnified party, which consent shall not be unreasonably withheld. It shall be deemed not unreasonable if a party is unwilling to consent to a settlement if the settlement results in additional liability to the indemnified party as a result of such settlement or if such party is required to be enjoined or otherwise similarly restricted or bound under the terms of the settlement. Except in instances where a settlement restricts or negatively impacts the indemnified party or its business after such settlement or results in additional liability to such party as a result of such settlement, if a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept 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; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceed- ing 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; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party. Notwithstanding the foregoing, the provisions of Section 9.7 shall control with respect to the defense of any Income or Property Tax audit or proceeding. 10.3.3 (c) In the event an Indemnified Purchaser Party indemnified party should have a claim against the Controlling Shareholders indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party indemnified party shall promptly send a Claim Notice with respect to such claim to the Controlling Shareholdersindemnifying party. If the Controlling Shareholders do indemnifying party does not notify the Indemnified Purchaser Party indemnified party within the Notice Period that they dispute it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Controlling Shareholders indemnifying party hereunder.

Third Party Claims - Indemnification. 10.3.1 2.1 If any a claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third partyparty is made against an indemnified party (i.e. a Seller Indemnified Party or the Company), the Indemnified Purchaser Party indemnified party shall promptly notify the Controlling Shareholders indemnifying party of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible feasibly determinable (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders indemnifying party shall have ten (10) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Partyindemnified party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party indemnified party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party indemnified party against such claims or demand. If the indemnifying party fails to undertake the defense of any claim or demand, the indemnified party may undertake such matter at the expense of the indemnifying party. 10.3.2 2.2 If such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Controlling Shareholders indemnifying party will have the right at their its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Purchaser Partyindemnified party. The Indemnified Purchaser Party indemnified party shall have the right to participate, at their its own expense, with respect to any such third party claim, demand, action or proceeding in connection with any such third party claim, demand, action or proceeding, and the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Purchaser Partyindemnified party, which consent shall not be unreasonably withheld. It shall be deemed not unreasonable if a party is unwilling to consent to a settlement if the settlement results in additional liability to the indemnified (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; (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; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party. 10.3.3 2.3 In the event an Indemnified Purchaser Party indemnified party should have a claim against the Controlling Shareholders indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Purchaser Party indemnified party shall promptly send a Claim Notice with respect to such claim to the Controlling Shareholdersindemnifying party. If the Controlling Shareholders do indemnifying party does not notify the Indemnified Purchaser Party indemnified party within the Notice Period that they dispute it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Controlling Shareholders indemnifying party hereunder.