Indemnification Procedures; 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 9.3:
Indemnification Procedures; Third Party Claims. An Indemnified ---------------------------------------------- Party shall give the party from which indemnification under this Article VII is sought (the "Indemnifying Party") prompt written notice following actual knowledge of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Party may request indemnification from the Indemnifying Parties hereunder; provided, however, that any failure by the -------- ------- Indemnified Party to notify he Indemnifying Parties shall not relieve he Indemnifying Parties from their respective obligations hereunder, or from any other obligation or liability that the Indemnifying Parties may have to the Indemnified Party unless such failure materially prejudices the Indemnifying Parties. Upon such written notice of any such action or proceeding, the Indemnifying Parties may assume the defense thereof at their own expense with counsel chosen by such Indemnifying Parties; provided, however, such counsel -------- ------- shall be subject to the prior reasonable approval of the Indemnified Party. If the Indemnifying Parties do not timely provide such defense for the Indemnified Party, with respect to any action, suit, proceeding or investigation to which any Indemnified Party is also a party, the Indemnified Party may assume the defense thereof with counsel chosen by the Indemnified Party, at the reasonable expense of he Indemnifying Parties. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Party does not assume such defense, the Indemnifying Parties, shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Parties, of an unconditional release from all liability in respect of such claim.
Indemnification Procedures; Third Party Claims. (a) Licensee will be entitled to (i) participate in and/or assume the defense of any Indemnified Claim that is a Third Party Claim, with counsel reasonably satisfactory to the Indemnitee, and (ii) settle or compromise such Indemnified Claim, in its sole discretion and without the consent of any Indemnitee, provided that such settlement or judgment does not involve any injunctive relief or finding or admission of any violation of Law or admission of any wrongdoing by the Indemnitee and Licensee shall (A) pay or cause to be paid all amounts in such settlement or judgment, (B) not encumber any of the assets of any Indemnitee or agree to any restriction or condition that would apply to or adversely affect any Indemnitee or the conduct of any Indemnitee’s business, and (C) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of any Indemnitee potentially affected by such Indemnified Claim.
Indemnification Procedures; Third Party Claims. (a) Promptly after receipt by an indemnified party of notice of the commencement of any Action against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Article, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party’s failure to give such notice.
Indemnification Procedures; Third Party Claims. (a) If any claim or demand in respect of which an Indemnified Party might seek indemnity under section 8.A is asserted against or sought to be collected from such Indemnified Party by any third party (a “Third Party Claim”), the Indemnified Party shall reasonably promptly deliver written notice to the Shareholder and KS of such claim. The failure to notify the Shareholder and/or KS shall not relieve the Shareholder and/or KS of any Liability that it, he or they may have to the Indemnified Party, except to the extent that it, he or they demonstrate that it, he or they have suffered actual material prejudice by the Indemnified Party’s failure to give such notice reasonably promptly and then the relief shall be limited to addressing the actual material prejudice (if any).
Indemnification Procedures; Third Party Claims. (a) If any Party (the "INDEMNIFIED PARTY") receives written notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought under this Article IX (a "THIRD PARTY CLAIM"), and such Indemnified Party intends to seek indemnity pursuant to this Article IX, the Indemnified Party shall promptly provide the other Party (the "INDEMNIFYING PARTY") with notice of such Third Party Claim. The Indemnifying Party shall be entitled to participate in or, at its option, assume the defense, appeal or settlement of such Third Party Claim. Such defense or settlement shall be conducted through counsel selected by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed, and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith. In the event that the Indemnifying Party fails to assume the defense or settlement of any Third Party Claim within 10 business days after receipt of notice thereof from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party.
Indemnification Procedures; Third Party Claims. The rights and obligations of a party claiming a right to indemnification hereunder (each an "Indemnitee") from another party hereto (each an "Indemnitor") in any way relating to a third party shall be governed by the following rules:
Indemnification Procedures; Third Party Claims. (a) Any claim or demand for indemnification pursuant to this Article VII by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof (a “Direct Claim Notice”) within ten
Indemnification Procedures; Third Party Claims. (a) For purposes of this Section 9.4, a party against which indemnification may be sought is referred to as the “Indemnifying Party” and the party that may be entitled to indemnification is referred to as the “Indemnified Party.”
Indemnification Procedures; Third Party Claims. The Purchaser shall give Sellers prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party concerning any liability or damage as to which it may request indemnification from Sellers hereunder; provided, however, that any failure by the Purchaser to notify Sellers shall not relieve Sellers from its obligations hereunder except to the extent Sellers is materially prejudiced in connection with such claim by such failure and shall not relieve Sellers from any other obligation or liability that it may have to the Purchaser otherwise than under this Section 7. Upon written notice to the Purchaser given by Sellers after receipt of notice of any such action or proceeding, Sellers may assume the defense thereof at its own expense with counsel chosen by Sellers which counsel shall be acceptable to the Purchaser. In addition, with respect to any action, suit, proceeding or investigation to which the Purchaser is also a party, the Purchaser may participate in the defense thereof with counsel chosen by the Purchaser at the expense of the Purchaser. Purchaser shall cooperate with Sellers in all matters in connection with the defense in which its consent is required. Sellers shall be liable for any settlement of any claim against the Purchaser made with Sellers' written consent, which consent shall not be unreasonably withheld. Sellers shall not, without the prior written consent of the Purchaser settle or compromise any claim unless such settlement or compromise includes, as an unconditional term thereof, the giving by the claimant to the Purchaser of an unconditional release from all liability in respect of such claim.
