Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnitee may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party. (b) The Indemnitee and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an officer who shall keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Appears in 3 contracts
Sources: Class 1 Convertible Preferred Share and Warrant Subscription Agreement, Class 1 Convertible Preferred Share and Warrant Subscription Agreement (Mitel Networks Corp), Convertible Preferred Share Subscription Agreement (Mitel Networks Corp)
Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law Applicable Law to make a payment to any Person person (a “"Third Party”") with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedingslegal proceedings, the Indemnitee may make such payment and the Indemnifying Party Indemnitor shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party Indemnitor to the IndemniteeIndemnitee , the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.Indemnitor;
(b) The Indemnitee and the Indemnifying Party Indemnitor shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an a senior officer who shall will keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Appears in 2 contracts
Sources: Acquisition Agreement (Select Medical Corp), Share Purchase Agreement (Activecore Technologies Inc)
Additional Rules and Procedures. The obligation of the parties to indemnify each other pursuant to this Article VII shall also be subject to the following:
(a) If if any Third Party third Person Claim is of a nature such that the Indemnitee Indemnified Party is required by applicable law Law to make a payment to any Person (a “Third Party”) with respect to such Third Party third Person Claim before the completion of settlement negotiations or related Legal Proceedingslegal proceedings, the Indemnitee Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the IndemniteeIndemnified Party, reimburse the Indemnitee Indemnified Party for any such payment. If the amount of any liability under the Third Party third Person Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the IndemniteeIndemnified Party, the Indemnitee Indemnified Party shall, forthwith after receipt of the difference from the Third Partysuch third Person, pay such difference to the Indemnifying Party.; and
(b) The Indemnitee and the Indemnifying Party and the Indemnified Party shall co-operate fully with provide each other on an ongoing basis with respect all information which may be relevant to Third Party Claims, the other’s liability hereunder and shall keep each other fully advised with respect thereto (including supplying supply copies of all relevant documentation promptly as it becomes they become available) and shall each designate an officer who shall keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Appears in 2 contracts
Sources: Share Purchase Agreement, Purchase Agreement
Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law Applicable Law to make a payment to any Person person (a “Third Party”"THIRD PARTY") with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedingslegal proceedings, the Indemnitee may make such payment and the Indemnifying Party Indemnitor shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party Indemnitor to the Indemnitee, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying PartyIndemnitor.
(b) The Indemnitee and the Indemnifying Party Indemnitor shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an officer who shall keep himself informed about ---------- * Material has been omitted and be prepared to discuss filed separately with the Third Party Claim with his counterpart Securities and with counsel at all reasonable timesExchange Commission.
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Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law to make a payment to any Person person (a “"Third Party”") with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnitee may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.
(b) The Indemnitee and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an a senior officer who shall keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Appears in 1 contract
Sources: Class a Convertible Preferred Share Subscription Agreement (Mitel Networks Corp)
Additional Rules and Procedures. The obligation of the parties to indemnify each other pursuant to this Article VI shall also be subject to the following:
(a) If if any Third Party third Person Claim is of a nature such that the Indemnitee Indemnified Party is required by applicable law Law to make a payment to any Person (a “Third Party”) with respect to such Third Party third Person Claim before the completion of settlement negotiations or related Legal Proceedingslegal proceedings, the Indemnitee Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the IndemniteeIndemnified Party, reimburse the Indemnitee Indemnified Party for any such payment. If the amount of any liability under the Third Party third Person Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the IndemniteeIndemnified Party, the Indemnitee Indemnified Party shall, forthwith after receipt of the difference from the Third Partysuch third Person, pay such difference to the Indemnifying Party.; and
(b) The Indemnitee and the Indemnifying Party and the Indemnified Party shall co-operate fully with provide each other on an ongoing basis with respect all information which may be relevant to Third Party Claims, the other’s liability hereunder and shall keep each other fully advised with respect thereto (including supplying supply copies of all relevant documentation promptly as it becomes they become available) and shall each designate an officer who shall keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Appears in 1 contract
Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law Applicable Law to make a payment to any Person person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnitee may make such payment and the Indemnifying Party Indemnitor shall, subject to the provisions of Section 6.5, forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party Indemnitor to the IndemniteeIndemnitee , the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.Indemnitor;
(b) The Indemnitee and the Indemnifying Party Indemnitor shall co-operate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an a senior officer who shall will keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
Appears in 1 contract
Sources: Acquisition Agreement (Team Inc)
Additional Rules and Procedures. (a) If any Third Party Claim is of a nature such that the Indemnitee is required by applicable law Law to make a payment to any Person person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related Legal Proceedingslegal proceedings, the Indemnitee may make Indemnitor’s rights under Section 8.5 shall only apply after payment of such payment and Third Party Claim to the Indemnifying Third Party shall, forthwith after demand or the provision of sufficient security by the Indemnitee, reimburse the Indemnitee for any such paymentIndemnitor. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the IndemniteeIndemnitor, the Indemnitee shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.Indemnitor;
(b) The Indemnitee and the Indemnifying Party Indemnitor shall co-operate fully with each other other, acting reasonably, with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate an a senior officer who shall will keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.
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