Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party.

Procedure for Claims. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a13(a) or 15(b13(b). Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party.

Procedure for Claims. Each If a claim by a third party is made against any indemnified Party agrees party, and if the indemnified party intends to give seek indemnity with respect thereto under this Article 8, such indemnified party shall promptly provide written notice to the indemnifying Party prompt party of such claim, including the amount of the claim to the extent then known. With respect to claims for indemnification made under this Article 8, other than claims with respect to certain items specified in Section 8.1 dealing with Taxes and environmental matters, an indemnifying party shall be liable to an indemnified party only if such written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request the claim for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly is given by the indemnified party to the other copies indemnifying party prior to the expiration of all papers the Indemnity Period. If such notice is timely given, the indemnifying party's obligation to indemnify the indemnified party shall survive the expiration of the Indemnity Period until resolved. If the indemnifying party hereunder is Seller, references in this Section 8.4 to actions to be taken by the indemnifying party shall mean and official documents received in respect of any Lossrefer to the actions to be taken by the Shareholders collectively. The indemnifying Party party shall have twenty (20) days after receipt of the sole right above-mentioned notice to defendundertake, settleconduct and control, or otherwise dispose through counsel of such Loss, on such terms as its own choosing (subject to the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Partyparty, which such consent not to be unreasonably withheld) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not be unreasonably withheld or delayed, prior thereby permit to ceasing to defend, settling or otherwise disposing exist any Lien upon any asset of any Loss if as a result thereof indemnified party, (ii) the indemnifying party shall permit the indemnified Party would become subject party to injunctive participate in such settlement or other equitable relief defense through counsel chosen by the indemnified party, with the fees and expenses of such counsel to be borne by the indemnifying party only if and to the extent that such counsel is necessary by reason of a demonstrable conflict of interest, and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party pursuant to this Article 8. So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any remedy other than such claim. If the payment indemnifying party does not notify the indemnified party within twenty (20) days after receipt of moneythe indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, which payment would be the responsibility indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Partyparty.

Procedure for Claims. Each indemnified Party agrees to Within ten days after obtaining written -------------------- notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the indemnifying Party prompt party seeking indemnification shall give written notice of any Loss or discovery such claim ("Notice of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(aClaim") or 15(b). Each Party shall furnish promptly to the other copies party. Failure to give such notice by the party seeking indemnification within said ten day period shall not relieve the indemnifying party of all papers its obligations hereunder, unless the failure to so notify the identifying party actually results in ------------------------- ------------------- CUSIP NO. 450707 10 4 13D PAGE 14 OF 39 PAGES ------------------------- ------------------- damage or prejudice to such indemnifying party. Notice of Claim shall set forth a brief description of the facts giving rise to such claim and official documents received in respect the amount (or a reasonable estimate) of any Lossthe loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. The Upon receiving the Notice of Claim, the indemnifying Party party shall have the sole right to defendresist, settle, settle or otherwise dispose of such Loss, on claim in such terms manner as the indemnifying Party, in its sole discretion, it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying Party party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Investor and the Company, and the indemnified party has been advised by such counsel that representation of the Company and the Investor by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the Indemnifying party, the indemnifying party shall obtain have neither the written consent right nor the obligation to assume the defense of such action on behalf of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Partyparty).

Procedure for Claims. Each If any indemnified Party agrees to give suffers or incurs any Losses or is presented with any Claim, the indemnified Party will promptly (but in any event within ten (10) days after such incurrence or presentment) notify the indemnifying Party prompt written notice of any Loss or discovery of fact upon in writing, which such indemnified Party intends to base a request may be in electronic format, describing its claims for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly to in reasonable detail and offering the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right opportunity to defendassume full responsibility for the defense and resolution of the Claims giving rise to such Losses, settle, or otherwise dispose of such Loss, on such terms as at the indemnifying Party’s sole cost and expense; provided, in its sole discretionhowever, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Partythat (i) except with respect to an AEON IP Claim, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred failure by any indemnified Party in cooperating with to provide the indemnifying Party such written notice shall not relieve the indemnifying Party of its obligation to indemnify the applicable indemnified Part(ies) as set forth under this Agreement unless the indemnifying Party is materially and adversely affected thereby; (ii) neither the indemnifying Party nor its Representatives, insurers, or any other person shall enter into any settlement of any matters subject to indemnification under this Agreement without the applicable indemnified Party’s prior written consent to the extent it consents to injunctive relief or requires any admission of fault or any public statement or contains contract terms governing future activities that would materially affect the indemnified Party’s business or interests, said consent not to be unreasonably withheld, conditioned, or delayed; (iii) the applicable indemnified parties shall be permitted to participate in its the selection of defense counsel and the defense of a Lossthe claim, shall be reimbursed on a quarterly basis by and (iv) if the indemnifying PartyParty fails to oppose or defend against any such suit or action, without prejudice to the applicable indemnified parties may oppose and defend against such claims at the indemnifying Party’s right to contest the indemnified Party’s right to indemnification sole cost and subject to refund in the event expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses). The non-indemnifying Party shall provide the indemnifying Party is ultimately held not with all commercially reasonable non-financial assistance, information, and authority reasonably required for the defense and settlement of a Claim subject to be obligated to indemnify the indemnified Partyindemnification hereunder.

Procedure for Claims. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a) or 15(b)this Article VII. Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Lossloss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party.