Procedure for Indemnity. The following provisions govern actions for indemnity under this Agreement. Promptly after receipt by an indemnitee of notice of any claim, such indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the indemnitor written notice thereof and the indemnitor shall have the right to participate in and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to such claim, to assume the defense thereof, with counsel mutually satisfactory to the parties; provided, however, that an indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding. The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnitor will not relieve it of any liability that it may have to any indemnitee other than under this indemnity. If an indemnitee settles a claim without the prior written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.
Procedure for Indemnity. For purposes of this Section 6, a Party making a claim for indemnity is referred to as the “Indemnified Party” and the Party against whom such claim is asserted is referred to as the “Indemnifying Party.”
Procedure for Indemnity. The procedure for indemnification under this Section 7 shall be the same procedure as set forth in Section 7(c) through (j) of the Master Transfer Agreement and shall be incorporated herein by reference.
Procedure for Indemnity. The procedure for indemnification under this Section 17 shall be as set forth in Section 7(c) through (j) of the Master Transfer Agreement and shall be incorporated herein by reference.
Procedure for Indemnity. If any claim or action is asserted that would entitle Indemnitee to indemnification pursuant to Section 7.1 (a “Proceeding”), the Indemnitee will give written notice thereof to the Indemnifying Party promptly of any demand, claim, loss, cost or damage or the commencement of any legal proceeding for which indemnification is sought hereunder (but in no event later than 15 days from such event); provided, however, that the failure of the Indemnitee seeking indemnification to give timely notice hereunder will not affect its rights to indemnification hereunder, except to the extent the Indemnifying Party demonstrates actual damage caused by such failure. An Indemnifying Party will not settle or consent to any entry of judgment in connection with any Proceeding without obtaining the prior written consent of the Indemnitee seeking indemnification hereunder, such consent not to be unreasonably withheld. The parties will fully cooperate with each other in any such Proceeding and will make available to each other any books or records useful for the defense of any such Proceeding
Procedure for Indemnity. The indemnified parties shall promptly notify the Indemnifying party of any claim, demand, action or proceeding (collectively, a “Claim”) for which indemnification will be sought under this Section 8, and if such Claim is a third party Claim, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party Claim. In connection with any such third party Claim, the parties hereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party Claim shall be settled without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. If a firm written offer is made to settle any such third party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be solely responsible for, all further defense of such third party Claim; and (ii) the maximum liability of the indemnifying party relating to such third party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party Claim is greater than the amount of the proposed settlement.
Procedure for Indemnity. In the event that any third party makes any demand or claim or files or threatens to file any lawsuit (“Third Party Claim”), which Third Party Claim may result in any liability, damage, or loss to one party hereto of the kind for which such Party is entitled to indemnification pursuant to this Section 18, the Party seeking indemnification (“Indemnitee”) from the other Party (“Indemnitor”) shall (i) promptly notify the Indemnitor in writing of such Third Party Claim with respect to which it seeks indemnity; (ii) permit the Indemnitor or its insurer to control the defence of such claims and any related settlement negotiations subject to the Indemnitor accepting its obligation towards the Indemnitee to indemnify the alleged claim fully; and (iii) cooperate and, at the Indemnitor’s request and expense, assist the Indemnitor with the defence of such claims, including, but not limited to, in gathering all relevant information with respect to any such Third Party Claim, and the names and addresses of the affected parties and witnesses. Notwithstanding the aforementioned clause (iii), the Indemnitee may, at its own expense, participate in the defence of such Third Party Claim with counsel of its own choosing. The Indemnitor shall not settle any such claim without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld.
Procedure for Indemnity. The procedure for indemnification under this Article V shall be the same procedure set forth in Section 7(c) through (j) of the Master Transfer Agreement between Ford and Visteon dated April 1, 2000.
Procedure for Indemnity. All of the Seller's warranties shall expire on the third anniversary after Closing. On the occurrence of any event that could give rise to a claim against, or to a right of defense and indemnity by, Buyer or Seller pursuant to this Agreement, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted against Buyer or Seller as a result of which the other may become obligated under this Agreement, the party claiming indemnification (the "Indemnified Party") shall so notify the other party (the "Indemnifying Party"). The Indemnifying Party will be relieved from any obligation to provide indemnity to the extent its ability to defend the claims is materially prejudiced by a notice delay. After receipt of the notice, the Indemnifying Party shall have the right to promptly undertake to defend, contest, or otherwise protect against any such event or any suit, action, investigation, claim or proceeding arising thereform, using counsel of its choice. The Indemnified Party, at its own cost, may elect to participate in the defense using counsel of its choice. Buyer and Seller shall cooperate in defending against any claim to which indemnity obligations apply, and in minimizing the costs, losses and damage involved in such claim. Neither party will compromise, settle, or admit liability in any claim to which the other party's indemnity obligations apply, and will not incur significant costs or expenses with respect to any such claim, without the consent of the other party, which shall not be unreasonably withheld.
Procedure for Indemnity. Prompt notice of any matter that a Indemnitee believes to involve a breach of a representation, warranty or covenant and an estimate of the dollar amount of the loss or potential loss which has resulted or may result from such breach shall be given to the party that committed the alleged breach; provided, however, that failure to give notice as provided herein shall not relieve any other party of any obligations hereunder. Cavalier and the Shareholders' Representative will consult promptly concerning the subject matter of any notice sent pursuant to this Section 12.4 and each shall provide the other with any information it may have regarding such claim; provided however, that the grant of the foregoing rights shall not delay, hinder or in any way interfere with or reduce the absolute right of an Indemnitee to defend, compromise, settle or otherwise handle the defense of any claim as provided in this Section 12.4. Promptly after an Indemnitee becomes aware of any claim, demand, action, proceeding, event or condition with respect to which a claim for indemnification may be made pursuant to this Article XII, such Indemnitee shall, if a claim in respect thereof is to be made against any party (the "Indemnitor") and such party has not already received notice as provided above, give written notice to the Indemnitor of the nature of the matter for which a right to indemnification is claimed (an "Indemnification Claim"); provided, however, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of any obligations. In case any such Indemnification Claim involves a claim, demand, action, or proceeding by a third party (a "Third Party Claim"), the Indemnitee may, following notice and consultation with the Indemnitor (i) defend against any such claim or litigation in such manner as it may deem appropriate and (ii) compromise or settle such litigation or claim on such terms as it, in its reasonable discretion, deems to be appropriate. Each Indemnitor shall cooperate fully with the Indemnitee in connection with any such defense, compromise or settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all liabilities, damage, costs of settlement, fees, costs and expenses, including attorney's fees, incurred by the Indemnitee in connection with the defense of such litigation. If no settlement of any such claim is made, the Indemnitor will satisfy any judgment rendered with respect to such claim or in ...
