Procedure for Indemnification with Respect to Third-Party Claims Sample Clauses

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially pre...

Procedure for Indemnification with Respect to Third-Party Claims. The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party claim, demand, assessment, suit or proceeding to which the indemnity set forth in Section 10.2 applies, which notice to be effective must describe such claim in reasonable detail (the "Indemnification Notice"). Notwithstanding the foregoing, the Indemnified Party shall not have any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing. The rights of the Indemnified Party to be indemnified hereunder in respect of any third party claim shall not be adversely affected by its failure to give notice pursuant to the foregoing unless and, if so, only to the extent that, the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party fail timely to defend any such action (except for failure resulting from the Indemnified Party's failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party, by disbursement from the Escrow or otherwise, the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If a party (the "Indemnitee") determines to seek indemnification under this Article with respect to Indemnifiable Claims resulting from the assertion of liability by third parties, it shall give notice to the other party (the "Indemnifying Party") within 30 days of the Indemnitee's becoming aware of any such Indemnifiable claim; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnitee. In case any such liability is asserted against the Indemnitee, and the Indemnitee notifies the Indemnifying Party thereof, the Indemnifying Party will be entitled, if it so elects by written notice delivered to the Indemnitee within 30 days after receiving the Indemnitee's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee at all times during the defense of such 17 liability. Notwithstanding the foregoing, (i) the Indemnitee shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnitee (as long as the Indemnifying Party continues to defend such matter);

Procedure for Indemnification with Respect to Third-Party Claims. The obligations and liabilities of the COMPANY or the Covered Entity with respect to Claims resulting from the assertion of liability by an individual or entity other than an Indemnitee (a "Third Party") against such Indemnitee (for the purposes of this Section 9.3, "Third Party Claims") shall be subject to the following terms and conditions: (i) The Indemnitee shall be obligated to give prompt (but in no event greater than sixty (60) days) written notice to the COMPANY (and MSRC if the Indemnitee is not MSRC) of any Third Party Claim which is subject to the indemnification of the COMPANY under this Section 9.3, stating the nature and basis of the Claim, and the amount thereof, to the extent known. Within thirty (30) days of the giving of such notice, the COMPANY shall do one of the following: (A) satisfy the Claim; (B) assume the defense of such Claim by written notice to the Indemnitee (and MSRC, if the Indemnitee is not MSRC) and by executing a litigation indemnity in form and substance reasonably acceptable to the Indemnitee (including an acknowledgment of the waiver by the COMPANY of the applicability of Sections 9.3(e)(vi) and (vii) with respect to such Claim); or (C) request by written notice to the Indemnitee (and MSRC, if the Indemnitee is not MSRC) that either MSRC or the Indemnitee assume the defense of the Claim; provided, however, that the COMPANY shall not have the right to assume the defense of a Third Party Claim in the event MSRC has notified the COMPANY of a breach or anticipatory breach by the COMPANY of the indemnification obligations under this Section 9.3 or the payment obligations under Section 6.2. (ii) If the COMPANY has requested that MSRC or the Indemnitee assume the defense of a Third Party Claim, MSRC or the Indemnitee, as the case may be, shall be entitled to select its own counsel in connection with such Claim. If the COMPANY elects to defend any such Claim, the COMPANY shall make available to MSRC and the Indemnitee all reports or other documents relating to the defense of the Claim and allow MSRC and the Indemnitee, at their cost, to participate in meetings or conversations relating to the defense of the Claim; however, if MSRC or the Indemnitee should elect to have its own counsel in connection with monitoring the defense of any such Claim or otherwise to represent the interests of the Indemnitee, particularly with respect to the rights of the Indemnitee to be indemnified by the COMPANY under this Section 9.3, the costs of...

Procedure for Indemnification with Respect to Third-Party Claims. If Span determines to seek indemnification under this Section with respect to Indemnifiable Claims resulting from the assertion of liability by third parties, it shall give notice to VADUS within 10 business days of Span's becoming aware of any such Indemnifiable Claim. The notice shall set forth such information with respect thereto as is then reasonably available to Span. In case any such liability is asserted against Span and Span provides notices as set forth herein, VADUS will be entitled, if they so elect by written notice delivered to Span within ten days after receiving Span's notice, to assume the defense thereof with counsel satisfactory to Span. Notwithstanding the foregoing (i) Span shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Span;

Procedure for Indemnification with Respect to Third-Party Claims