Method of Asserting Claims, Etc. In the event that any claim or demand for which Shore or the Shore Shareholders would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify Shore and the Shore 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"). Shore and the Shore Shareholders shall then have fifteen (15) days from the effective date of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at Shore's and the Shore Shareholders's sole cost and expense, to defend Middle Bay against such claim or demand. (a) If Shore or the Shore Shareholders dispute liability with respect to such claim or demand or the amount thereof (whether or not Shore or the Shore Shareholders desire to defend Middle Bay against such claim or demand as provided in subsections 10.3(b) and 10.3(c) below), such dispute shall be resolved in accordance with Section 10.5. Pending the resolution of any -27- 28 dispute by Shore or the Shore Shareholders of liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay. (b) In the event that Shore or the Shore Shareholders notify Middle Bay within the Notice Period that they desire to defend Middle Bay against such claim or demand, then, except as hereinafter provided, Shore or the Shore Shareholders shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by Shore or the Shore Shareholders to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither Shore nor the Shore Shareholders shall, without the prior written consent of Middle Bay, consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of Shore and the Shore Shareholders hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of Shore, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, Shore and the Shore Shareholders shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense. (c) If Shore and the Shore Shareholders elect not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by Shore or the Shore Shareholders or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of Shore and the Shore Shareholders hereunder, unless Shore or the Shore Shareholders shall have disputed its liability to Middle Bay hereunder, as provided in Section 10.5 hereof. (d) If Middle Bay should have a claim against Shore or the Shore Shareholders hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, -28- 29 send a Claim Notice with respect to such claim to Shore and the Shore Shareholders. If Shore or the Shore Shareholders disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 10.5 hereof; if neither Shore nor the Shore Shareholders notifies Middle Bay within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of Shore and the Shore Shareholders hereunder. (e) All claims for indemnification by Shore or the Shore Shareholders under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "Shore" or the "Shore Shareholders" for "Middle Bay" and "Middle Bay" for "Shore" or the "Shore Shareholders" (and variations thereof).
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Method of Asserting Claims, Etc. In the event that any claim or demand for which Shore or the Shore Shareholders Lett would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify Shore and the Shore Shareholders Lett 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"). Shore and the Shore Shareholders Lett shall then have fifteen (15) days from the effective date of receipt by Lett of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it he disputes its his liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it he desires, at Shore's and the Shore ShareholdersLett's sole cost and expense, to defend Middle Bay against such claim or demand.
(a) If Shore or the Shore Shareholders dispute Lett disputes his liability with respect to such claim or demand or the amount thereof (whether or not Shore or the Shore Shareholders desire Lett desires to defend Middle Bay against such claim or demand as provided in subsections 10.3(b13.3(b) and 10.3(c13.3(c) below), such dispute shall be resolved in accordance with Section 10.513.5. Pending the resolution of any -27- 28 dispute by Shore or the Shore Shareholders Lett of his liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle BayBay (given by Notice).
(b) In the event that Shore or the Shore Shareholders notify Lett notifies Middle Bay within the Notice Period that they desire he desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, Shore or the Shore Shareholders Lett shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by Shore or the Shore Shareholders Lett to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither Shore nor the Shore Shareholders shallLett shall not, without the prior written consent of Middle BayBay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of Shore and the Shore Shareholders Lett hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of ShoreLett, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, Shore and the Shore Shareholders Lett shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their his sole cost and expense.
(c) If Shore and the Shore Shareholders elect Lett elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by Shore or the Shore Shareholders Lett or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several the liability of Shore and the Shore Shareholders Lett hereunder, unless Shore or the Shore Shareholders Lett shall have disputed its his liability to Middle Bay hereunder, as provided in Section 10.5 13.5 hereof.
(d) If Middle Bay should have a claim against Shore or the Shore Shareholders Lett hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, -28- 29 send a Claim Notice with respect to such claim to Shore and the Shore ShareholdersLett. If Shore or the Shore Shareholders Lett disputes its his liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 10.5 13.5 hereof; if neither Shore nor the Shore Shareholders notifies Lett fails to notify Middle Bay within the Notice Period that it he disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of Shore and the Shore Shareholders Lett hereunder.
(e) All claims for indemnification by Shore or the Shore Shareholders Lett under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "Shore" or the "Shore ShareholdersLett" for "Middle Bay" and "Middle Bay" for "Shore" or the "Shore ShareholdersLett" (and variations thereof).
Appears in 1 contract
Method of Asserting Claims, Etc. In the event that any claim or demand for which Shore NPC or the Shore Shareholders Bison would be liable to Middle Bay hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay shall promptly notify Shore NPC and the Shore Shareholders Bison 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"). Shore NPC and the Shore Shareholders Bison shall then have fifteen ten (1510) days from the effective date of the Claim Notice (the "Notice Period") to notify Middle Bay (i) whether or not it disputes its liability to Middle Bay hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at ShoreNPC's and the Shore ShareholdersBison's sole cost and expense, to defend Middle Bay against such claim or demand.
(a) If Shore NPC or the Shore Shareholders dispute Bison disputes its liability with respect to such claim or demand or the amount thereof (whether or not Shore NPC or the Shore Shareholders desire Bison desires to defend Middle Bay against such claim or demand as provided in subsections 10.3(b9.3(b) and 10.3(c9.3(c) below), such dispute shall be resolved in accordance with Section 10.59.5. Pending the resolution of any -27- 28 dispute by Shore NPC or the Shore Shareholders Bison of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle BayBay (given by Notice).
(b) In the event that Shore NPC or the Shore Shareholders notify Bison notifies Middle Bay within the Notice Period that they desire it desires to defend Middle Bay against such claim or demand, then, except as hereinafter provided, Shore NPC or the Shore Shareholders Bison shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by Shore NPC or the Shore Shareholders Bison to a final conclusion in such manner as to avoid any risk of Middle Bay's becoming subject to liability for any other matter; provided, however, neither Shore NPC nor the Shore Shareholders Bison shall, without the prior written consent of Middle BayBay (given by Notice), consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Bay, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitation, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses shall be included as part of the indemnification obligation of Shore NPC and the Shore Shareholders Bison hereunder; provided, however, that Middle Bay shall not settle any such claim or demand without the prior written consent (given by Notice) of ShoreNPC, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, Shore NPC and the Shore Shareholders Bison shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense.
(c) If Shore NPC and the Shore Shareholders Bison elect not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by Shore NPC or the Shore Shareholders Bison or by Middle Bay (but Middle Bay shall have no obligation to defend any such claim or demand) then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of Shore NPC and the Shore Shareholders Bison hereunder, unless Shore NPC or the Shore Shareholders Bison shall have disputed its liability to Middle Bay hereunder, as provided in Section 10.5 9.5 hereof.
(d) If Middle Bay should have a claim against Shore NPC or the Shore Shareholders Bison hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, -28- 29 send a Claim Notice with respect to such claim to Shore NPC and the Shore ShareholdersBison. If Shore NPC or the Shore Shareholders Bison disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 10.5 9.5 hereof; if neither Shore NPC nor the Shore Shareholders Bison notifies Middle Bay within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed liability of Shore NPC and the Shore Shareholders Bison hereunder.
(e) All claims for indemnification by Shore NPC or the Shore Shareholders Bison under this Agreement shall be asserted and resolved under the procedures set forth above, substituting in the appropriate place "ShoreNPC" or the "Shore ShareholdersBison" for "Middle Bay" and "Middle Bay" for "ShoreNPC" or the "Shore ShareholdersBison" (and variations thereof).
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Method of Asserting Claims, Etc. All claims for indemnification under this Section shall be asserted and resolved as follows:
(A) In the event that any claim or demand for which Shore the Seller, shareholders of Seller or the Shore Shareholders Company would be liable to Middle Bay the Buyer hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay the Buyer shall promptly notify Shore the Seller, acting for itself and as a representative of its shareholders and the Shore Shareholders Company, 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 or demand) (the "Claim NoticeCLAIM NOTICE"). Shore The Seller and the Shore Shareholders shareholders of Seller shall then have fifteen (15) 10 days from the effective date its receipt of the Claim Notice (the "Notice PeriodNOTICE PERIOD") to notify Middle Bay the Buyer (i1) whether or not it disputes its the Seller, Seller's shareholders or the Company dispute their liability to Middle Bay the Buyer hereunder with respect to such claim or demand demand, and (ii2) notwithstanding any if they do not dispute such disputeliability, whether or not it desiresthey desire, at Shore's and the Shore Shareholders's their sole cost and expense, to defend Middle Bay the Buyer against such claim or demand.
(a) If Shore ; provided, however, that the Buyer is hereby authorized prior to and during the Notice Period to file any motion, answer or the Shore Shareholders dispute liability with respect other pleading which it shall deem necessary or appropriate to such claim or demand or the amount thereof (whether or not Shore or the Shore Shareholders desire to defend Middle Bay against such claim or demand as provided in subsections 10.3(b) and 10.3(c) below), such dispute shall be resolved in accordance with Section 10.5protect its interests. Pending the resolution of any -27- 28 dispute by Shore or the Shore Shareholders of liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay.
(b) In the event that Shore or the Shore Shareholders notify Middle Bay Seller notifies the Buyer within the Notice Period that they desire the Seller, Seller's shareholders or the Company does not dispute such liability and desires to defend Middle Bay against such claim or demand, then, then except as hereinafter provided, Shore or the Shore Shareholders Seller shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by Shore or the Shore Shareholders to a final conclusion in such a manner as to avoid any risk of Middle Bay's the Buyer becoming subject to liability for any other matter; provided, however, neither Shore nor the Shore Shareholders shall, without the prior written consent of Middle Bay, consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, settlement it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitationthe Business or any division of the Buyer or an affiliate of the Buyer, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay Buyer shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the indemnification obligation obligations of Shore and the Shore Shareholders Buyer hereunder; provided. If the Seller disputes its, however, that Middle Bay shall not settle any its shareholders or the Company's liability with respect to such claim or demand without the prior written consent (given by Notice) of Shore, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, Shore and the Shore Shareholders shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense.
(c) If Shore and the Shore Shareholders elect elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or or, if the same be defended contested by Shore or the Shore Shareholders Seller or by Middle Bay the Buyer (but Middle Bay the Buyer shall not have no any obligation to defend contest any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of Shore the Seller, if applicable, Seller's shareholders, and the Shore Shareholders hereunderCompany hereunder (subject, unless Shore or if the Shore Shareholders shall have Seller has timely disputed its liability, to a determination that the disputed liability to Middle Bay hereunder, as provided in Section 10.5 hereofis covered by these indemnification provisions).
(dB) If Middle Bay In the event that the Buyer should have a claim against Shore the Seller or the Shore Shareholders Company hereunder that which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, -28- 29 the Buyer shall promptly send a Claim Notice with respect to such claim to Shore and the Shore ShareholdersSeller. If Shore or the Shore Shareholders disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 10.5 hereof; if neither Shore nor Seller does not notify the Shore Shareholders notifies Middle Bay Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of Shore the Seller and the Shore Shareholders Company hereunder.
(eC) All claims for indemnification made by Shore the Seller or the Shore Shareholders Company under this Agreement shall be asserted and resolved under the procedures set forth aboveabove in this Section by substituting, substituting in as appropriate, "the appropriate place "Shore" or the "Shore ShareholdersBuyer" for "Middle Bay" the Seller and the Company"Middle Bay" .
(D) Nothing herein shall be deemed to prevent any indemnified party from making a claim hereunder for "Shore" potential or contingent claims or demands provided the "Shore Shareholders" (Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and variations thereof)the estimated amount thereof to the extent then feasible and the indemnified party has reasonable grounds to believe that such a claim or demand will be made.
Appears in 1 contract
Method of Asserting Claims, Etc. All claims for indemnification under this Section 8 shall be asserted and resolved as follows:
(A) In the event that any claim or demand for which Shore or the Shore Shareholders would be liable to Middle Bay the Buyer hereunder is asserted against or sought to be collected from Middle Bay by a third party, Middle Bay the Buyer shall promptly notify Shore and the Shore Shareholders Shareholder Representative 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 or demand) (the "Claim Notice"). Shore and the Shore Shareholders The Shareholder Representative shall then have fifteen (15) 10 days from the effective date its receipt of the Claim Notice (the "Notice Period") to notify Middle Bay the Buyer (i1) whether or not it disputes its the Shareholders dispute their liability to Middle Bay the Buyer hereunder with respect to such claim or demand demand, and (ii2) notwithstanding any if they do not dispute such disputeliability, whether or not it desiresthey desire, at Shore's and the Shore Shareholders's their sole cost and expense, to defend Middle Bay the Buyer against such claim or demand.
(a) If Shore ; provided, however, that the Buyer is hereby authorized prior to and during the Notice Period to file any motion, answer or the Shore Shareholders dispute liability with respect other pleading which it shall deem necessary or appropriate to such claim or demand or the amount thereof (whether or not Shore or the Shore Shareholders desire to defend Middle Bay against such claim or demand as provided in subsections 10.3(b) and 10.3(c) below), such dispute shall be resolved in accordance with Section 10.5protect its interests. Pending the resolution of any -27- 28 dispute by Shore or the Shore Shareholders of liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of Middle Bay.
(b) In the event that Shore or the Shore Shareholders notify Middle Bay Shareholder Representative notifies the Buyer within the Notice Period that they the Shareholders do not dispute such liability and desire to defend Middle Bay against such claim or demand, then, then except as hereinafter provided, Shore or the Shore Shareholders Shareholder Representative shall have the right to defend Middle Bay by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by Shore or the Shore Shareholders to a final conclusion in such a manner as to avoid any risk of Middle Bay's the Buyer becoming subject to liability for any other matter; provided, however, neither Shore nor the Shore Shareholders shall, without the prior written consent of Middle Bay, consent to the entry of any judgment against Middle Bay or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to Middle Bay of a release, in form and substance satisfactory to Middle Bay's counsel, from all liability in respect of such claim or litigation. If Middle Bay the Buyer desires to participate in, but not control, any such defense or settlement, settlement it may do so at its sole cost and expense. If, in the reasonable opinion of Middle Baythe Buyer, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse affect effect on the business, operations, assets, properties or prospects of Middle Bay, including, without limitationthe Business or any division of the Buyer or an affiliate of the Buyer, the administration of the tax returns and responsibilities under the tax laws of Middle Bay, then Middle Bay Buyer shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the indemnification obligation obligations of Shore and the Shore Shareholders Buyer hereunder; provided, however, that Middle Bay shall not settle any . If the Shareholder Representative disputes the Shareholders' liability with respect to such claim or demand without the prior written consent (given by Notice) of Shore, which consent shall not be unreasonably withheld. If Middle Bay should elect to exercise such right, Shore and the Shore Shareholders shall have the right to participate in, but not control, the defense or settlement of such claim or demand, at their sole cost and expense.
(c) If Shore and the Shore Shareholders elect elects not to defend Middle Bay against such claim or demand, whether by not giving Middle Bay timely Notice notice as provided above or otherwise, then the amount of any such claim or demand, or or, if the same be defended contested by Shore or the Shore Shareholders Shareholder Representative or by Middle Bay the Buyer (but Middle Bay the Buyer shall not have no any obligation to defend contest any such claim or demand) ), then that portion thereof as to which such defense is unsuccessful, in each case shall be conclusively deemed to be a joint and several liability of Shore and the Shore Shareholders hereunderhereunder (subject, unless Shore or if the Shore Shareholders shall have Shareholder Representative has timely disputed its liability, to a determination that the disputed liability to Middle Bay hereunder, as provided in Section 10.5 hereofis covered by these indemnification provisions).
(dB) If Middle Bay In the event that the Buyer should have a claim against Shore or the Shore Shareholders hereunder that which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Middle Bay shall, within a reasonable time after discovery of such claim, -28- 29 the Buyer shall promptly send a Claim Notice with respect to such claim to Shore and the Shore ShareholdersShareholder Representative. If Shore or the Shore Shareholders disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 10.5 hereof; if neither Shore nor Shareholder Representative does not notify the Shore Shareholders notifies Middle Bay Buyer within the Notice Period that it he disputes such claim, the amount of such claim shall be conclusively deemed the undisputed a liability of Shore and the Shore Shareholders hereunder.
(eC) All claims for indemnification made by Shore or the Shore Shareholders under this Agreement shall be asserted and resolved under the procedures set forth aboveabove in this Section 8.2 by substituting, substituting in as appropriate, "the appropriate place "Shore" or the "Shore ShareholdersBuyer" for "Middle BayShareholders" and "Middle BayShareholder Representative" and "Shareholders" or "Shareholder Representative", as appropriate, for "Shore" the Buyer."
(D) Nothing herein shall be deemed to prevent any indemnified party from making a claim hereunder for potential or contingent claims or demands provided the "Shore Shareholders" (Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and variations thereof)the estimated amount thereof to the extent then feasible and the indemnified party has reasonable grounds to believe that such a claim or demand will be made.
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