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 ADP desires to seek indemnification under this Article with respect to an Indemnifiable Claim resulting from the assertion of liability by a third party (a "Third-Party Claim"), it shall give notice to the Companies and the Shareholders (hereinafter each being an "Indemnifying Party") within a reasonable period of time of ADP's becoming aware of any such Third-Party Claim, which notice shall set forth such material information with respect to such Third-Party Claim as is then reasonably available to ADP. If any Third-Party Claim is asserted against ADP, then, after ADP notifies the Indemnifying Party of such Third-Party Claim, the Indemnifying Party shall be entitled, if it or he so elects by written notice delivered to ADP within a reasonable period of time (not to exceed 10 days in any event) after receiving ADP's notice (the "Response Period"), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to ADP. Notwithstanding the foregoing: (i) ADP shall not have any obligation to give any notice of any Third-Party Claim unless such assertion is in writing; and (ii) the rights of ADP to be indemnified in respect of Indemnifiable Claims resulting from the assertion of 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 Indemnifying Party is materially prejudiced by 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 Third-Party Claim that results in a claim for indemnification under this Article, the Parties shall make available to each other all relevant information in their possession which is material to any such Third-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If ADP desires the Purchaser or any affiliate of Purchaser determines to seek indemnification (such party shall be referred to herein as an "Indemnified Party") under this Article Section 9.2 with respect to an Indemnifiable Claim Securityholder Identifiable Claims above (such Claims shall be referred to herein as "Identifiable Claims") resulting from the assertion of liability by a third party (a "Third-parties, such Indemnified Party Claim"), it shall give notice to the Companies and the Shareholders parties from which indemnification is sought (hereinafter each being an such parties shall be referred to herein as "Indemnifying PartyParties") within a reasonable period 160 days of time of ADP's such Indemnified Party becoming aware of any such Third-Identifiable Claim or of facts upon which any such Identifiable Claim may be based, but in any event within a reasonable time to allow the Indemnifying Party Claim, which to adopt proper defensive actions. The notice shall set forth such material information with respect to such Third-Party Claim thereto as is then reasonably available to ADPsuch Indemnified Party. If In case any Third-Party Claim such liability is asserted against ADPany Indemnified Party, then, after ADP and such Indemnified Party notifies the Indemnifying Party of such Third-Party ClaimParties thereof, the Indemnifying Party shall Parties will be entitled, if it or he such Indemnifying Parties so elects elect by written notice delivered to ADP such Indemnified Party within a reasonable period of time (not to exceed 10 20 days in any event) after receiving ADPsuch Indemnified Party's notice (the "Response Period")notice, to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to ADP. Notwithstanding the foregoing: (i) ADP shall not have any obligation to give any notice of any Third-Party Claim unless such assertion is in writing; and (ii) the rights of ADP to be indemnified in respect of Indemnifiable Claims resulting from the assertion of 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 Indemnifying Party is materially prejudiced by 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 Third-Party Claim that results in a claim for indemnification under this Article, the Parties shall make available to each other all relevant information in their possession which is material to any such Third-Party Claim.defense

Procedure for Indemnification with Respect to Third-Party Claims. (a) If ADP desires to seek indemnification under this Article with respect to an Indemnifiable Claim resulting from The Indemnified Party shall give the assertion Indemnifying Party prompt written notice of liability by a any third party (a "Third-Party Claim")claim, it shall give notice demand, assessment, suit or proceeding to which the Companies and the Shareholders (hereinafter each being an "Indemnifying Party") within a reasonable period of time of ADP's becoming aware of any such Third-Party Claimindemnity set forth in Section 10.2 applies, which notice shall set forth to be effective must describe such material information with respect to such Third-Party Claim as is then reasonably available to ADP. If any Third-Party Claim is asserted against ADP, then, after ADP notifies the Indemnifying Party of such Third-Party Claim, the Indemnifying Party shall be entitled, if it or he so elects by written notice delivered to ADP within a claim in reasonable period of time (not to exceed 10 days in any event) after receiving ADP's notice detail (the "Response PeriodIndemnification Notice"), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to ADP. Notwithstanding the foregoing: (i) ADP , the Indemnified Party shall not have any obligation to give any notice of any Third-Party Claim assertion of liability by a third party unless such assertion is in writing; and (ii) the . The rights of ADP the Indemnified Party to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of any Third- Party Claim third party claim shall not be adversely affected by its failure to give notice pursuant to the foregoing provisions unless, unless and, if so, only to the extent that, the Indemnifying Party is materially prejudiced by such failure; and (iii) each thereby. The Indemnifying Party shall cooperate with have the right to control the defense or settlement of any other such action subject to the provisions set forth below, but the Indemnified Party may, at its election, participate in all ways reasonably requested by such other Party in connection with the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party fail timely to defend any such Third-Party Claims. With respect action (except for failure resulting from the Indemnified Party's failure to timely give the Indemnification Notice), then, in addition to any Third-Party Claim that results in a claim for indemnification under this Articleother remedy, the Parties shall make available to each other 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 relevant information in their possession which is material to any such Third-Party Claimof its costs and expenses, including reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If ADP a Party desires to seek indemnification under this Article with respect to an Indemnifiable Claim Claims resulting from the assertion of liability by a third party (a "Third-Party Claim")parties, it shall give notice to the Companies and the Shareholders (hereinafter each being an "Indemnifying Party") Party within a reasonable period of time of ADPthe Indemnified Party's becoming aware of any such Third-Party Indemnifiable Claim, which notice shall set forth such material information with respect to such Third-Party Indemnifiable Claim as is then reasonably available to ADPthe Indemnified Party. If any Third-Party Claim such liability is asserted against ADP, then, after ADP the Indemnified Party and the Indemnified Party notifies the Indemnifying Party of such Third-Party Claimliability, the Indemnifying Party shall be entitled, if it or he they so elects elect by written notice delivered to ADP the Indemnified Party within a reasonable period of time (not to exceed 10 15 days in any event) after receiving ADPthe Indemnified Party's notice (the "Response Period"), to assume the defense of such Third-Party Claim asserted liability with counsel reasonably satisfactory to ADPthe Indemnified Party. Notwithstanding the foregoing: (i) ADP the Indemnified Party shall not have any obligation to give any notice of any Third-Party Claim assertion of liability by a third party unless such assertion is in writing; and (ii) the rights of ADP the Indemnified Party to be indemnified in respect of Indemnifiable Claims resulting from the assertion of any Third- Party Claim 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, the Indemnifying Party is materially prejudiced by 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 Third-Party Claim assertion of liability by a third party that results in a claim for indemnification under this Articlean Indemnifiable Claim, the Parties shall make available to each other all relevant information in their possession which is material to any such Third-Party Claimassertion.