Procedures with Respect to Claims. Upon receipt by Indemnitee of actual notice of a Claim, such Indemnitee shall promptly notify the Company in writing of such Claim, provided, however, that the failure to so notify the Company shall not relieve the Company from any liability which the Company may have under this agreement or otherwise, except to the extent the Company shall have been materially prejudiced by such failure. The Company shall have the right to assume the defense of any Claim and employ counsel reasonably satisfactory to the Indemnitee. If (x) the Company has failed promptly to assume the defense of such Claim and employ counsel reasonably satisfactory to Indemnitee, or (y) such Indemnitee, in its sole discretion, determines that a conflict exists between such Indemnitee and the Company with respect to such Claim, then such Indemnitee shall have the right to assume the defense of the Claim with respect to the Indemnitee (but not the Company) and the reasonable fees and expenses of such counsel shall be an Expense for which Indemnitee will be indemnified under this agreement; provided that if directors who serve on the Special Committee are entitled under the terms of their indemnification agreements with the Company to employ separate counsel (the "Special Committee Counsel") at the Company's expense in connection with such matter, the Indemnitee shall also employ Special Committee Counsel unless such Indemnitee shall have been advised by counsel that there are substantive issues that raise conflicts of interest between Indemnitee and the Special Committee members. The Company will not settle a Claim without the prior written consent of the Indemnitee unless such settlement includes an unconditional release of the Indemnitee from all liabilities arising out of such Claim and does not require Indemnitee to admit to, or plead no contest or its equivalent to, any violation of any law, rule or regulation. The right to indemnification or Expense Advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction.
Procedures with Respect to Claims. If a claim is made by the Acquiror against one or both of the Principal Shareholders pursuant to the Merger Agreement (a "Claim"), the Principal Shareholders shall promptly notify the Escrow Agent and the Agent of such Claim. The Principal Shareholders shall provide the Agent from time to time with such information as the Agent may reasonably request with respect to such Claim. At such time as there is a Final Determination (as hereinafter defined) with respect to the Claim, the Principal Shareholders shall notify the Escrow Agent and the Agent of such Final Determination. A Final Determination with respect to a Claim shall occur when (1) the Acquiror and the Principal Shareholders agree in writing with respect to the amount of the Claim, or (2) a final determination is made with respect to such Claim pursuant to the Merger Agreement. If a Final Determination requires a payment to be made to the Acquiror by one or both of the Principal Shareholders, the notice to the Escrow Agent and the Agent shall certify the number of shares of Escrowed Stock to be released from escrow by the Escrow Agent, with instructions for the distribution of such shares and other assets, and fifteen (15) days later the Escrow Agent shall then deliver such shares and other assets in accordance with those instructions unless the Agent notifies the Escrow Agent prior to such time that the Claim is not subject to contribution hereunder. Distributions from the Escrowed Stock following a Final Determination shall be made pro rata in proportion to each Minority Shareholder's and K.D.F.'s contribution obligation as set forth on Schedule A hereto with the value of any shares of the Acquiror's Stock, or the stock of any successor to Acquiror, to be based on the average closing price of such shares on the New York Stock Exchange over the ten trading days immediately preceding the date that the Escrow Agent and the Agent receives notice of the Final Determination. Notwithstanding the foregoing, if the Escrow Agent receives a notice from the Agent pursuant to Section 14 hereof, the Escrow Agent shall not make any distribution with respect to any Claim that is the subject of such notice until and unless so directed by the Principal Shareholders and the Agent jointly or by the arbitrator appointed pursuant to Section 14.
Procedures with Respect to Claims. (a) As soon as reasonably practicable after Purchaser has actual knowledge of any Adverse Consequences, Purchaser will give written notice to the Company (“Claims Notice”), which shall state, in reasonable detail, the nature, basis and amount (to the extent then known based on a good faith calculation) of such Adverse Consequences. No delay on the part of Purchaser in notifying the Company shall relieve the Company from any obligation hereunder unless (and then solely to the extent) the Company is thereby prejudiced. The Company shall deliver a written response (the “Claims Response”) to any Claims Notice within twenty (20) calendar days after the date that such Claims Notice was received by the Company (the “Response Period”). Any Claims Response must specify whether the Company disputes the Adverse Consequences described in the Claims Notice (or the amount set forth therein).
Procedures with Respect to Claims
