Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be un...
Indemnification Procedures for Third Party Claims. (a) Upon receipt of notice by an Indemnitee of a pending or threatened claim or demand made by any Person against the Indemnitee (a “Third-Party Claim”), such Indemnitee shall notify the Indemnitor in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible after receipt, by such Indemnitee of notice of the Third-Party Claim; provided that, subject to Section 10.1, failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure.
(b) If a Third-Party Claim is made against an Indemnitee, the Indemnitor shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitor shall not be entitled to assume the defense of any Third-Party Claim (A) for equitable or injunctive relief (other than equitable claims that are ancillary to a claim for monetary damages) or any claim that would impose criminal liability on the Indemnitee, (B) that alleges Losses in excess of the Indemnitor’s maximum indemnification obligations under this Agreement and the Indemnitee believes in good faith that such allegation would be reasonably likely to lead to Losses in excess of the Indemnitor’s maximum indemnification obligation or (C) with respect to which the Indemnitee has been advised by outside legal counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitee and the Indemnitor, and the Indemnitee shall have the right to defend, at the expense of the Indemnitor, any such Third-Party Claim, with the amounts thereof to be treated as Losses subject to this Article X. Following the Indemnitor’s assumption of the defense of any Third-Party Claim, if the Indemnitor denies its obligation to indemnify the Indemnitee for such Third-Party Claim, such Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification hereunder. Should an Indemnitor be entitled to and so elect to assume the defense of a Third-Party Claim, for so long as the Indemnitor remains entitled to maintain the assumption of the defense of such Third-Party Claim, the Indemnitor shall not be liable to the Indemnitee for legal expenses incurred by the Indemnitee in connection with the defense thereof. If the Indemnit...
Indemnification Procedures for Third Party Claims. Should any third-party claim arise under this Article 9, the indemnified Party shall promptly notify the indemnifying Party of same in writing, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such claim. The indemnifying Party shall have the right to select c ounsel and to control the defense and settlement of such claim; provided, however, that the indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provid ed further, that the indemnifying party shall not take any action in defense or settlement of the claim that would negatively impact the indemnified Party without the consent of the indemnified Party. The indemnified Party shall reasonably cooperate with th e indemnifying Party in the defense of the third-party claim, including making its files and personnel reasonably available to the indemnifying Party, all at the cost and expense of the indemnifying Party.
Indemnification Procedures for Third Party Claims. The obligations of PureDepth stated in Section 8.01 apply only if (a) IGT shall inform PureDepth in writing within fifteen (15) days of receiving any claim within the scope of Section 8.01 and (b) IGT assists PureDepth in all necessary respects in conduct of the suit. PureDepth may assume control of the defense of any such claim; provided, however, that the IGT may, at its own cost and expense, participate through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. PureDepth shall not settle any such claim without IGT’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement would not subject IGT to any liability (e.g., the settlement is solely for monetary damages for which IGT is fully indemnified under this Agreement). If PureDepth does not assume full control over the defense of a claim pursuant to this Section 8.02, then PureDepth may participate in such investigation, defense or trial, solely at its cost and expense, and IGT shall have the right to defend or settle such claim in such manner as IGT deems appropriate, subject to the consent of PureDepth which shall not be unreasonably withheld or delayed, solely at the cost and expense of PureDepth.
Indemnification Procedures for Third Party Claims of the Agreement is hereby amended by the addition of the following new clause “(c)”, and the existing clause “(c)” shall be the new clause “(d)”:
Indemnification Procedures for Third Party Claims. 5.4.1. The indemnitee must notify the indemnitor in writing as soon as reasonably practicable, but in no event later than thirty (30) calendar days, after the indemnitee becomes aware of circumstances which may lead to the indemnitee seeking indemnification hereunder, including a pending or threatened claim or demand asserted by a third party against the indemnitee (a “Third Party Claim”). If such notice is not provided within the time frame required by the previous sentence, the indemnitee shall still be entitled to indemnification by the indemnitor except to the extent that the indemnitor is actually prejudiced by the late receipt of notice (except that the indemnitor shall not be liable for any defense or other expense incurred during the period in which the indemnitee failed to give such notice).
5.4.2. The indemnitee must allow the indemnitor to make any reasonable investigations or reasonable defense with respect to Third Party Claims. The indemnitee must reasonably cooperate, at the indemnitor’s expense, with such investigations and defense, including, without limitation, by furnishing records, information and testimony and attending any conferences, discovery proceedings, hearings, trials and appeals, in each case, as may be reasonably requested in connection therewith. The indemnitee shall have the right to participate (but not control), at its own expense, with the indemnitor in the defense of any Third Party Claim.
5.4.3. No Third Party Claim may be settled or otherwise compromised without the consent of both the indemnitor and the indemnitee, which consent shall not be unreasonably withheld, delayed or conditioned, if the settlement or compromise by its terms (a) obligates the indemnitor to pay the full amount of the liability in connection with such Third Party Claim, (b) releases the indemnitee of any further liability associated therewith, and (c) does not impose any equitable remedy or penalty upon, or finding of civil or criminal wronging by, the indemnitee or involve any restriction or condition which could reasonably be expected to have an adverse effect on the indemnitee or its affiliates or on any business of the indemnitee or its affiliates.
Indemnification Procedures for Third Party Claims. In the case of Claims (other than with respect to Taxes) made by a third party with respect to which indemnification is sought:
Indemnification Procedures for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnity may be sought under the provisions of this Article IX ("
Indemnification Procedures for Third Party Claims. (a) Notes 3, 4, 5 and 6
(b) Notes 3, 4, 5 and 6
(c) Notes 3, 4, 5 and 6
(d) Notes 3, 4, 5 and 6
(e) Notes 3, 4, 5 and 6
Indemnification Procedures for Third Party Claims. (a) The rights and obligations of a party claiming a right of indemnification hereunder (each, an “Indemnitee”) from a party to this Agreement (each, an “Indemnitor”) in any way relating to a third party claim shall be governed by the following provisions of this Section 6.3:
(i) The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any claim, action suit or proceeding, based on the indemnity agreements contained in this Agreement setting forth, in reasonable detail, the nature and basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnitee (a “
