Common use of Notice of Claims; Procedure Clause in Contracts

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 under the insurance policies set forth in Article 9, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.‌

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 12 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 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(b12.4(b), or otherwise fails to assume or diligently prosecute the defense of any claim in accordance with this Section 13.4(b12.4(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 under the insurance policies set forth in Article 913, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.‌liability.

Notice of Claims; Procedure. The indemnitee shall10.4.1 If any Parent Group Member (with respect to Section 10.2) or any Securityholder Group Member (with respect to Section 10.3) believes that it has suffered or incurred any indemnifiable Loss or incurred any indemnifiable Expense, such Parent Group Member or Securityholder Group Member, as the case may be (the “Indemnified Person”), shall direct Parent, in the case of a Parent Group Member, or the Securityholders’ Representative, in the case of a Securityholder Group Member (as applicable, the “Indemnitee Representative”) to so notify the parties obligated to provide indemnification to such Indemnified Person (the “Indemnitors”) (which in the event such notice is given by Parent, shall be given to the Securityholders’ Representative, and which in the event such notice is given by *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with reasonable promptness after obtaining knowledge the Commission. the Securityholders’ Representative, shall be given to Parent (as applicable, the “Indemnitor Representative”)) promptly in writing describing such Loss or Expense, the amount 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 claimknown, and the fees and expenses method of computation of such defenseLoss or Expense, including all with reasonable attorneys’ fees particularity to the extent reasonably practicable and containing a reference to the provisions of the indemnitee’s counsel this Agreement, and any amount determined other agreements, certificates and documents contemplated hereby in respect of which such Loss or Expense shall have occurred (such written notification being sometimes hereinafter referred to be owed by as 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 under the insurance policies set forth in Article 9, as applicable, as to which it has assured the defense“Claim Notice”); provided, however, that an omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Section 10 except (i) to the extent that such settlement shall include dismissal with prejudice omission results in a failure of actual notice to the claim Indemnitor and an explicit and unconditional release from all indemnitees; and such Indemnitor is materially damaged or prejudiced as a result of such failure to give notice, or (ii) if the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure Indemnitee Representative Person fails to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant give notice to the foregoing indemnity shall, without the Indemnitor Representative prior written consent of the indemnitor, settle, compromise, consent to the entry of applicable Release Date. If any judgment Action is instituted by a third party that is based upon or otherwise seek to terminate any actionincludes facts or assertions that would, claim suitif true, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right give rise to indemnification therefor rights under this Section 10 (“Third-Party Claim”) with respect to which any Indemnified Person intends to claim any liability or reasonably believes that expense as Loss or Expense under this Section 10, such Indemnitee Representative shall promptly notify the matter Indemnitor Representative of such Action as specified in question involves potential criminal liability.‌this Section 10.4.1.

Notice of Claims; Procedure. The indemnitee Each Party shall, with reasonable promptness after obtaining knowledge thereof, provide the indemnitor other Party against whom a claim for indemnification is to be made under this Article XII 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 A potential Indemnifying Party shall have thirty (30) days Days after its receipt of the claim notice to notify indemnitee the potential Indemnified Party in writing whether or not indemnitor the potential Indemnifying Party agrees that the claim is subject to this Article 13 XII and, if so, whether indemnitor the Indemnifying Party elects to undertake, conduct and control, through counsel of its choosing acceptable to indemnitee and at indemnitor’s its sole risk and expense, the settlement or defense of the claim. If within thirty (30) days Days after its receipt of the claim notice, indemnitor the Indemnifying Party notifies indemnitee the Indemnified Party that it elects to undertake the settlement or defense of the claim, indemnitee the Indemnified Party shall cooperate with indemnitor the Indemnifying Party in connection therewith including by making available to indemnitor the Indemnifying Party all relevant information and the testimony of employees and agents’ agents material to the defense of the claim. Indemnitor The Indemnifying Party shall reimburse indemnitee the Indemnified Party for reasonable out-of-pocket costs incurred in connection with such cooperation. So long as indemnitor the Indemnifying Party is contesting the claim in good faith and with diligence, indemnitee the Indemnified Party shall not pay or settle the claim. Notwithstanding the foregoing, indemnitee the Indemnified Party shall have the right to pay or settle any claim at any time without the consent of indemnitor; the Indemnifying Party, provided that, that in such event it waives any right to indemnification therefortherefor by the Indemnifying Party. If indemnitor the potential Indemnifying Party does not provide a responsive notice within the thirty (30) day 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)12.2, the indemnitee Indemnified Party shall thereafter have the absolute right to control contest, settle or compromise the claim at its exclusive discretion, and the Indemnifying Party will thereby waive any claim, defense or argument that the Indemnified Party's settlement or defense of such claim, and the fees and expenses of such defense, including reasonable attorneys’ fees of the indemnitee’s counsel and claim is in 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 under the insurance policies set forth in Article 9, as applicable, as to which it has assured the defense; provided, however, that (i) such settlement shall include dismissal with prejudice of the claim and an explicit and unconditional release from all indemnitees; and (ii) the indemnitor shall not conclude any settlement without the prior approval of the indemnitee, which approval shall not be unreasonably withheld, conditioned respect inadequate or delayed; and (b) except as provided in the preceding sentence concerning the indemnitor’s failure to assume or to diligently prosecute the defense of any claim, no indemnitee seeking reimbursement pursuant to the foregoing indemnity shall, without the prior written consent of the indemnitor, settle, compromise, consent to the entry of any judgment or otherwise seek to terminate any action, claim suit, investigation or proceeding for which indemnity is afforded hereunder unless the indemnitee waives any right to indemnification therefor or reasonably believes that the matter in question involves potential criminal liability.‌unreasonable.