Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. If any claim or action is asserted that would entitle a Moneyline Indemnitee or TalkPoint Indemnitee (each, an "Indemnitee") to indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding"), the Indemnitee will give written notice thereof to the Party from whom indemnification is sought (the "Indemnitor") promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided that the failure of the Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving written notice to the Indemnitee, which election will be effective immediately upon receipt by the Indemnitee of such written notice of election. The Indemnitor will have the right to employ counsel reasonably acceptable to the Indemnitee to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the Indemnitee. An Indemnitee will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense of any such Proceeding.

Indemnity Procedures. If (a) In the event that any claim (“Claim”) is hereafter asserted against or action is asserted that would entitle a Moneyline arises with respect to any Indemnitee or TalkPoint as to which such Indemnitee (each, an "Indemnitee") may be entitled to indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding")hereunder, the such Indemnitee will give written notice thereof to the Party from whom indemnification is sought (the "Indemnitor") shall promptly (and in any event within fifteen sixty (1560) calendar days days) after the service such Indemnitee has actual knowledge of the citation existence of any event in respect of which indemnification may be sought from the Company (including, without limitation, any inaccuracy of any representation or summonswarranty or breach of any covenant) notify each of the Company in writing thereof (the “Claims Notice”); provided provided, however, that no delay on the failure part of the Indemnitee to give timely notice in notifying the Company shall relieve the Company from any obligation hereunder will not affect rights to indemnification hereunder, except unless (and then solely to the extent that Indemnitor demonstrates actual damage caused extent) the Company thereby is prejudiced by such failuredelay. Indemnitor The Claims Notice shall describe the Claim in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may elect to direct the defense be incurred or settlement of any such Proceeding suffered by giving written notice to the Indemnitee, which election will be effective immediately upon and the Company may defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitee at its own expense and with counsel of its own selection; provided that, prior to and as a condition to defending such claim, the Company shall first agree to indemnify the Indemnitee from and against any Indemnified Liabilities the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim (whether or not otherwise required hereunder and with no reservation of rights). If, within a reasonable time after receipt by of said notice or at any time thereafter, the Company shall have failed to either (i) provide reasonably satisfactory evidence to the Indemnitee of such written notice of election. The Indemnitor will have the right financial and other wherewithal to employ counsel reasonably acceptable to the Indemnitee to defend any such Proceedingdefend, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability with respect to all claims underlying such Proceeding; or (ii) defend vigorously, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Company. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle the claim or other matter without the prior written consent of the Company, and the Company shall not compromise or settle the Claim or matters without the prior written consent of the Indemnitee. An If the Claim is one that cannot by its nature be defended solely by the Company, the Indemnitee will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and shall make available to each other all information and assistance that the Company may reasonably request: provided that any books or records useful for associated expenses shall be paid by the defense of any such ProceedingCompany. Except as set forth in Section 6.4 below, all indemnification payments shall be made in United States Dollars.

Indemnity Procedures. If any claim or action is asserted that would entitle a Moneyline Indemnitee or TalkPoint Indemnitee (each, an "Indemnitee") to indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding"), the Indemnitee will Each Indemnified Person shall give written notice thereof to the Party from whom indemnification is sought (the "Indemnitor") promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided that the failure of the Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving prompt written notice to the IndemniteeCompany of any claim, action, suit or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Company shall not relieve the Company from any liability which it may have under the indemnity provided in Section 7.1, unless and to the extent the Company shall have been actually and materially prejudiced by the failure of such Indemnified Person to so notify the Company. Such notice shall describe in reasonable detail such claim. In case any claim, action, suit or proceeding is brought against an Indemnified Person, the Indemnified Person shall be entitled to hire, at its own expense, separate counsel and participate in the defense thereof. If the Company so elects within a reasonable time after receipt of notice, the Company may assume the defense of the action or proceeding at the Company’s own expense with counsel chosen by the Company and approved by the Indemnified Person, which election approval shall not be unreasonably withheld, and the Indemnified Party may participate in such defense at its own expense; provided, however, that the Company will be effective immediately upon receipt by the Indemnitee of such written notice of election. The Indemnitor will have the right to employ counsel reasonably acceptable to the Indemnitee to defend any such Proceeding, or to compromise, not settle or otherwise dispose of the samecompromise any claim, if the Indemnitor deems it advisable to do soaction, all at the expense of the Indemnitor; provided that the Indemnitor shall not settlesuit or proceeding, or consent to any the entry of any judgment inwith respect to any such pending or threatened claim, any Proceeding action, suit or proceeding without obtaining either: (i) an the written consent of the Indemnified Person unless such settlement, compromise or consent secures the unconditional release of the Indemnitee Indemnified Person from all liabilities arising out of such claim, action, suit or proceeding and requires nothing other than the payment of money by the Company; provided, further, that if the defendants in any such claim, action, suit or proceeding include both the Indemnified Person and the Company and the Indemnified Person reasonably determines, based upon advice of legal counsel, that such claim, action, suit or proceeding involves a conflict of interest (other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the same counsel to represent both the Company and its Affiliates the Indemnified Person, then the Company shall not be entitled to assume the defense of the Indemnified Person and the Indemnified Person shall be entitled to separate counsel at the Company’s expense, which counsel shall be chosen by the Indemnified Person and approved by the Company, which approval shall not be unreasonably withheld; and provided, further, that it is understood that the Company shall not be liable for the fees, charges and disbursements of more than one separate firm for the Indemnified Persons. If the Company assumes the defense of any claim, action, suit or proceeding, all Indemnified Persons shall thereafter deliver to the Company copies of all notices and documents (including court papers) received by such Indemnified Persons relating to the claim, action, suit or proceeding, and each Indemnified Person shall cooperate in the defense or prosecution of their respective officers, directors such claim. Such cooperation shall include the retention and employees) from all liability with respect to all claims underlying such Proceeding; or (iiupon the Company’s request) the prior provision to the Company of records and information that are reasonably available to the Indemnified Party and that are reasonably relevant to such claim, action, suit or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Company is not entitled to assume the defense of such claim, action, suit or proceeding as a result of the second proviso to the fourth sentence of this Section 7.2, the Company’s counsel shall be entitled to conduct the Company’s defense and counsel for the Indemnified Person shall be entitled to conduct the defense of the Indemnified Person, it being understood that both such counsel will cooperate with each other, to the extent feasible in light of the conflict of interest or different available legal defenses, to conduct the defense of such action or proceeding as efficiently as possible. If the Company is not so entitled to assume the defense of such action or does not assume the defense, after having received the notice referred to in the first sentence of this Section 7.2, the Company will pay the reasonable fees and expenses of counsel for the Indemnified Person; in that event, however, the Company will not be liable for any settlement of any claim, action, suit or proceeding effected without the written consent of the IndemniteeCompany, which may not be unreasonably withheld, delayed or conditioned. An Indemnitee will not settleIf the Company is entitled to assume, or consent to any entry of judgmentand assumes, in any Proceeding without obtaining the prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense of an action or proceeding in accordance with this Section 7.2, the Company shall not be liable for any fees and expenses of counsel for the Indemnified Person incurred thereafter in connection with that action or proceeding except as set forth in the proviso in the fourth sentence of this Section 7.2. Unless and until a final judgment is rendered that an Indemnified Person is not entitled to the costs of defense under the provisions of this Section 7.2, the Company shall reimburse, promptly as they are incurred, the Indemnified Person’s costs of defense. The Company’s obligation to indemnify the Indemnified Persons for Losses hereunder is irrespective of whether the Indemnified Person has itself made payments in respect of such ProceedingLosses.

Indemnity Procedures. If any claim A Person entitled to indemnification pursuant to either Section 10.2 or action Section 10.3 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” In the event an Indemnitee is asserted that would entitle a Moneyline Indemnitee or TalkPoint Indemnitee (each, an "Indemnitee") to seeking indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding")Section 10.2 or Section 10.3, the Indemnitee will give written inform the Indemnitor of a Claim as soon as reasonably practicable after it receives notice thereof to the Party from whom indemnification is sought (the "Indemnitor") promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons)Claim; provided that the failure so to notify the Indemnitor shall not relieve it of the any liability that it may have to any Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that the Indemnitor demonstrates actual damage caused by such failurethat it is materially prejudiced thereby. The Indemnitee will permit the Indemnitor may elect to direct assume direction and control of the defense or settlement of any such Proceeding by giving written notice the claim (including the right to settle the IndemniteeClaim solely for monetary consideration), which election and, at the Indemnitor’s expense, will be effective immediately upon receipt by cooperate as reasonably requested in the Indemnitee defense of such written notice of electionthe Claim. The Indemnitor Indemnitee will have the right to employ retain its own counsel reasonably acceptable at its own expense. The Indemnitor may not settle such Claim, or otherwise consent to an adverse judgment in such Claim, that would subject the Indemnitee to defend any an injunction or if such Proceeding, settlement or to compromise, settle judgment would materially diminish or limit or otherwise dispose adversely affect the rights, activities or financial interests of the sameIndemnitee, if without the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior express written consent of the Indemnitee. An Indemnitee will , which consent shall not settle, be unreasonably withheld or consent to delayed so long as (i) there is no finding or admission of any entry violation of judgment, in applicable law or any Proceeding without obtaining the prior written consent violation of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense rights of any Person, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor, and (iii) the Indemnitee’s rights are not restricted by such Proceedingsettlement or judgment.

Indemnity Procedures. If Promptly upon receipt of notice of any claim claim, demand, or action is asserted that would entitle a Moneyline Indemnitee assessment or TalkPoint Indemnitee the commencement of any suit, action, or proceeding in respect of which indemnity may be sought on account of an indemnity contained in Section 5.8 or 5.9, the party seeking indemnification (each, an the "Indemnitee") to indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding"), the Indemnitee will give written notice thereof to the Party party from whom indemnification is sought (the "Indemnitor") ), within sufficient time to enable the Indemnitor to respond to such claims or answer or other plea in such action. The omission of such Indemnitee so to notify promptly (and the Indemnitor of any such claim, demand, assessment, suit, action, or proceeding will not relieve such Indemnitor from any liability which it may have to such Indemnitee in any event within fifteen (15) calendar days after the service connection therewith on account of the citation indemnity contained in Section 5.8 or summons); provided that the failure of the Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except 5.9 unless and only to the extent that the Indemnitor demonstrates actual damage caused by such failureis prejudiced thereby. In the event any claim, demand, or assessments will be asserted or suit, action, or proceeding commenced against an Indemnitee, the Indemnitee will notify the Indemnitor of the commencement thereof, and the Indemnitor will be entitled to participate therein and, to the extent that it may elect to direct do so, to assume the defense defense, conduct, or settlement of any such Proceeding thereof, using counsel approved by giving written notice to the Indemnitee, which approval will not unreasonably be withheld. After notice from the Indemnitor to the Indemnitee or its election so to assume the defense, conduct, or settlement thereof, the Indemnitor will not be effective immediately upon receipt liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee of in connection with such written notice of electiondefense, conduct, or settlement. The Indemnitee will (i) cooperate with the Indemnitor will have the right to employ counsel reasonably acceptable to the Indemnitee to defend in connection with any such Proceedingclaim, demand, assessment, suit, action, or proceeding; (ii) make personnel, books, and records relevant thereto available to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that and (iii) grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the as such Indemnitor may reasonably consider desirable and as such Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the Indemnitee. An Indemnitee will not settle, or consent to any entry of judgment, may reasonably consider necessary in any Proceeding without obtaining the prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense of any such Proceedingconnection therewith.

Indemnity Procedures. If any claim A Person entitled to indemnification pursuant to either Section 14.2 or action is asserted that would entitle a Moneyline Indemnitee or TalkPoint Indemnitee (each, Section 14.3 will hereinafter be referred to as an "Indemnitee." A Party [..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an ") to Indemnitor." In the event an Indemnitee is seeking indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding")Section 14.2 or Section 14.3, the Indemnitee will give written inform the Indemnitor of a claim as soon as reasonably practicable after it receives notice thereof to the Party from whom indemnification is sought (the "Indemnitor") promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided claim, it being understood and agreed that the failure of the by an Indemnitee to give timely notice hereunder of a Third Party claim as provided in this Section 14.4. will not affect rights to relieve the Indemnitor of its indemnification hereunder, obligation under this Agreement except and only to the extent that such Indemnitor demonstrates actual damage caused by is actually prejudiced as a result of such failurefailure to give notice. The Indemnitee will permit the Indemnitor may elect to direct assume direction and control of the defense or settlement of any such Proceeding by giving written notice the claim (including, subject to this Section 14.4, the Indemniteeright to settle the claim solely for monetary consideration), which election and, at the Indemnitor's expense, will be effective immediately upon receipt by co-operate as reasonably requested in the Indemnitee defense of such written notice of electionthe claim. The Indemnitor Indemnitee will have the right to employ retain its own counsel reasonably acceptable to the Indemnitee to defend any such Proceedingat its own expense; provided, or to compromise, settle or otherwise dispose of the samethat, if the Indemnitor deems it advisable to do soassumes control of such defense and the Indemnitee reasonably concludes, all at the expense of the Indemnitor; provided based on advice from counsel, that the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of and the Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability have conflicting interests with respect to all claims underlying such Proceeding; action, suit, proceeding or (ii) claim, the prior Indemnitor will be responsible for the reasonable fees and expenses of counsel to the Indemnitee solely in connection therewith. The Indemnitor may not settle such action or claim, or otherwise consent to an adverse judgment in such action or claim, which would subject the Indemnitee to an injunction or if such settlement or judgment would materially diminish or limit or otherwise adversely affect the rights, activities or financial interests of the Indemnitee, without the express written consent of the Indemnitee. An Indemnitee will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense of any such Proceeding.