Notice of Claims; Procedure. Buyer shall give reasonable notice to Seller of any claim or notice of the commencement of any action, administrative or legal proceeding or investigation as to which indemnification under this Article 13 may apply or promptly after Buyer has actual knowledge of any other Loss that would result in a claim for indemnification. Buyer shall reasonably cooperate with Seller in the defense of any such claim. Seller will use counsel reasonably satisfactory to Buyer to defend any such claim and shall control the defense of any such claim. Buyer may participate in the defense of any such claim at its own expense. Seller may not agree to any settlement or compromise of any claim without Buyer’s prior written consent (which consent may not be unreasonably withheld) that is not an unconditional release of Buyer from any and all liabilities upon the payment of money that will be paid by the Seller.
Notice of Claims; Procedure. The indemnitee shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor with written notice of the proceedings, claims, demands or assessments that may be subject to indemnification, which notice shall include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the claim, a good faith estimate of the amount of Losses and copies of any pleadings or demands from the third party. Indemnitor shall have thirty (30) days after its receipt of the claim notice to notify indemnitee in writing whether or not indemnitor agrees that the claim is subject to this Article 13 and, if so, whether indemnitor elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s sole risk and expense, the settlement or defense of the claim. If within thirty (30) days after its receipt of the claim notice, indemnitor notifies indemnitee that it elects to undertake the settlement or defense of the claim, indemnitee shall cooperate with indemnitor in connection therewith including by making available to indemnitor all relevant information and the testimony of employees and agents’ material to the defense of the claim. Indemnitor shall reimburse indemnitee for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor is contesting the claim in good faith and with diligence, indemnitee shall not pay or settle the claim. Notwithstanding the foregoing, indemnitee shall have the right to pay or settle any claim at any time without the consent of indemnitor; provided that, in such event it waives any right to indemnification therefor. If indemnitor does not provide a responsive notice within the thirty (30) day period set forth in this Section 13.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 13.4(b), the indemnitee shall have the absolute right to control the defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and any amount determined to be owed by the indemnitee pursuant to such claim shall be borne by the indemnitor; provided that, the indemnitor shall be entitled, at its sole expense, to participate in (but not control) such defense. Subject to the foregoing, (a) the indemnitor shall control the settlement of all claims as required ...
Notice of Claims; Procedure. 4.2.1 Following the hearing of the Settlement Approval Application and upon the Court issuing an order approving the Settlement and upon that order becoming a Final Order, Class Counsel or the Claims Administrator shall disseminate the Notice of Claims Procedure by posting it on the Claims Administrator’s website and by emailing a copy of it to the email address that the Defendants have on record for the Settlement Class Members, which names and email addresses shall be provided by the Defendants to the Claims Administrator in accordance with section 6.2.3, or using such other method ordered by the Court.
Notice of Claims; Procedure. The Indemnified Party shall, with reasonable promptness after obtaining knowledge of a Claim as to which the indemnity provided for in Section 12.1 may apply, deliver notice thereof to the Indemnifying Party (the “Claim Notice”), which must include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the Claim and copies of any pleadings or demands from the third party. Any failure of or delay in delivering a Claim Notice shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party.
Notice of Claims; Procedure. The Indemnified Party shall, with reasonable promptness after obtaining knowledge of a Claim as to which the indemnity provided for in Section 12.1 may apply, deliver notice thereof to the Indemnifying Party (the “Claim Notice”), which must include a statement of the basis of the claim for indemnification, including a summary of the facts or circumstances that form the basis for the Claim and copies of any pleadings or demands from the third party. Any failure of or delay in delivering a Claim Notice shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party.
