Common use of Procedure for Indemnification with Respect to Third-Party Claims Clause in Contracts

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Parent determines to seek indemnification under this Article with respect to Losses resulting from the assertion of liability by third parties (an "Indemnifiable Claim"), it shall give notice to the Shareholders' Representative as provided in Section 9.3, within 20 days of the Parent 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 information with respect thereto as is then reasonably available to the Parent. If the Parent so notifies the Shareholders' Representative thereof, the Shareholders' Representative will be entitled, if the Shareholders' Representative so elects by written notice delivered to the Parent within 20 days after receiving the Parent's notice, to assume the defense thereof with counsel reasonably satisfactory to the Parent. Notwithstanding the foregoing (i) the Parent 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 Parent; and (ii) the rights of the Parent to be indemnified hereunder in respect of Losses resulting from the assertion of liability by third parties 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 Holders are materially prejudiced thereby. With respect to any assertion of liability by a third party that results in Losses, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Parent determines ADP desires to seek indemnification under this Article with respect to Losses an Indemnifiable Claim resulting from the assertion of liability by a third parties party (an a "Indemnifiable Third-Party Claim"), it shall give notice to Sellers and the Shareholders' Representative as provided in Section 9.3, Owners (hereinafter each being an "Indemnifying Party") within 20 days a reasonable period of the Parent time of ADP's becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Third-Party Claim as is then reasonably available to the ParentADP. If the Parent so any Third-Party Claim is asserted against ADP and ADP notifies the Shareholders' Representative thereofIndemnifying Party of such Third-Party Claim, the Shareholders' Representative will Indemnifying Party shall be entitled, if the Shareholders' Representative he so elects by written notice delivered to the Parent ADP within 20 a reasonable period of time (not to exceed 10 days in any event) after receiving ADP's notice (the Parent's notice"Response Period"), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the ParentADP. Notwithstanding the foregoing foregoing: (i) the Parent ADP shall also not have the right any obligation to employ its own counsel give any notice of any Third-Party Claim unless such assertion is in any such case, but the fees and expenses of such counsel shall be at the expense of the Parentwriting; and (ii) the rights of the Parent ADP to be indemnified hereunder in respect of Losses Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, the Holders are Indemnifying Party is materially prejudiced therebyby such failure; and (iii) each Party shall cooperate with any other Party in all ways reasonably requested by such other Party in connection with the defense of any such Third-Party Claims. With respect to any assertion of liability by a third party Third-Party Claim that results in Lossesa claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party Proceeding to which the indemnity set forth in Section 10.2 applies, which notice to be effective must describe such claim in reasonable detail (a) If the Parent determines “Indemnification Notice”). Notwithstanding the foregoing, the Indemnified Party shall not have any obligation to seek indemnification under this Article with respect to Losses resulting from the give any notice of any assertion of liability by a third parties (an "Indemnifiable Claim"), it shall give notice to the Shareholders' Representative as provided party unless such assertion is in Section 9.3, within 20 days of the Parent 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 information with respect thereto as is then reasonably available to the Parent. If the Parent so notifies the Shareholders' Representative thereof, the Shareholders' Representative will be entitled, if the Shareholders' Representative so elects by written notice delivered to the Parent within 20 days after receiving the Parent's notice, to assume the defense thereof with counsel reasonably satisfactory to the Parent. Notwithstanding the foregoing (i) the Parent shall also have the right to employ its own counsel in any such case, but the fees writing and expenses of such counsel shall be at the expense of the Parent; and (ii) the rights of the Parent Indemnified Party to be indemnified hereunder in respect of Losses resulting from the assertion of liability by any third parties party claim shall not be adversely affected by its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, the Holders are Indemnifying Party is materially prejudiced thereby. With respect The Indemnifying Party shall have the right to control the defense or settlement of any such Proceeding subject to the provisions set forth below, but the Indemnified Party may, at its election, participate in the defense of any 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 assertion of liability by a third party that results in Lossesother remedy, the parties hereto shall make available to each other Indemnified Party may settle or defend such Proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all relevant information in their possession material to any such assertionof its costs and expenses, including reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If either Party (the Parent "Indemnified Party") determines to seek indemnification under this Article with respect to Losses Indemnifiable Claims resulting from the assertion of liability by third parties (an "Indemnifiable Claim")parties, it shall give notice to the Shareholders' Representative as provided in Section 9.3, other party (the "Indemnifying Party") within 20 ten (10) days of the Parent Indemnified Party's 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 information with respect thereto as is then reasonably available to the ParentIndemnified Party. If any such liability is asserted against the Parent so Indemnified Party, and the Indemnified Party notifies the Shareholders' Representative Indemnifying Party thereof, the Shareholders' Representative Indemnifying Party will be entitled, if the Shareholders' Representative it so elects by written notice delivered to the Parent Indemnified Party within 20 twenty (20) days after receiving the ParentIndemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the ParentIndemnified Party. Notwithstanding the foregoing foregoing, (i) the Parent Indemnified Party 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 ParentIndemnified Party; and (ii) the rights of the Parent Indemnified Party to be indemnified hereunder in respect of Losses Indemnifiable Claims resulting from the assertion of liability by third parties 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 Holders are Indemnifying Party is materially prejudiced thereby. With respect to any assertion of liability by a third party that results in Lossesan Indemnifiable Claim, the parties Parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Parent an Indemnified Party determines to seek indemnification under this Article V with respect to Losses Indemnifiable Claims resulting from the assertion of liability by third parties (an "Indemnifiable Claim")parties, it shall give notice to the Shareholders' Representative as provided in Section 9.3, Other Party within 20 forty-five (45) days of the Parent such Indemnified Party becoming aware of any such Indemnifiable Claim or Claim. Upon receipt of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Parent. If the Parent so notifies the Shareholders' Representative thereofnotice, the Shareholders' Representative will Other Party shall be entitled, if the Shareholders' Representative it so elects by written notice delivered to the Parent such Indemnified Party within 20 fifteen (15) days after receiving such Indemnified Party’s notice (the Parent's notice“Response Period”), to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the ParentOther Party assumes such defense, the Other Party shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the foregoing foregoing: (i) the Parent such Indemnified Party 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 payable by such Indemnified Party; (ii) such Indemnified Party shall not have any obligation to give any notice of the Parentany assertion of liability by a third party unless such assertion is in writing; and (iiiii) the rights of the Parent such Indemnified Party to be indemnified hereunder in respect of Losses Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, that the Holders are Other Party is materially prejudiced therebyby such failure. With respect to any assertion of liability by a third party that results in Lossesan Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Parent Buyer determines to seek indemnification under this Article with respect to Losses Indemnifiable Claims resulting from the assertion of liability by third parties (an "Indemnifiable Claim")parties, it shall give notice to the Shareholders' Representative as provided in Section 9.3, within 20 days of the Parent becoming aware Seller of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such information with respect thereto as is then reasonably available to the ParentBuyer. If the Parent so In case any such liability is asserted against Buyer, and Buyer notifies the Shareholders' Representative Seller thereof, the Shareholders' Representative Seller will be entitled, if the Shareholders' Representative it so elects by written notice delivered to the Parent Buyer within 20 twenty (20) days after receiving the ParentBuyer's notice, to assume the defense thereof with counsel reasonably satisfactory to the ParentBuyer. Notwithstanding the foregoing foregoing, (i) the Parent Buyer 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 Parent; Buyer, (ii) Buyer shall not have any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iiiii) the rights of the Parent Buyer to be indemnified hereunder in respect of Losses resulting from the assertion of liability by third parties 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 Holders are Seller is materially prejudiced thereby. With respect to any assertion of liability by a third party that results in Lossesan Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Parent determines Buyer desires to seek indemnification under this Article with respect to Losses an Indemnifiable Claim resulting from the assertion of liability by a third parties party (an a "Indemnifiable Third-Party Claim"), it shall give notice to Xx. X. Mellman (hereinafter, the Shareholders' Representative as provided in Section 9.3, "Indemnifying Party") within 20 days a reasonable period of the Parent time of Buyer's becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Third-Party Claim as is then reasonably available to the ParentBuyer. If the Parent so any Third-Party Claim is asserted against Buyer and Buyer notifies the Shareholders' Representative thereofIndemnifying Party of such Third-Party Claim, the Shareholders' Representative will Indemnifying Party shall be entitled, if the Shareholders' Representative he so elects by written notice delivered to the Parent Buyer within 20 a reasonable period of time (not to exceed 10 days in any event) after receiving Buyer's notice (the Parent's notice"Response Period"), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the ParentBuyer. Notwithstanding the foregoing foregoing: (i) the Parent Buyer shall also not have the right any obligation to employ its own counsel give any notice of any Third-Party Claim unless such assertion is in any such case, but the fees and expenses of such counsel shall be at the expense of the Parentwriting; and (ii) the rights of the Parent Buyer to be indemnified hereunder in respect of Losses Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, the Holders are Indemnifying Party is materially prejudiced therebyby such failure; and (iii) each Party shall cooperate with any other Party in all ways reasonably requested by such other Party in connection with the defense of any such Third-Party Claims. With respect to any assertion of liability by a third party Third-Party Claim that results in Lossesa claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim.