Third Party Claim Procedures Clause Samples

Third Party Claim Procedures. (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the

Third Party Claim Procedures. (a) Any Indemnitee seeking indemnification under this Agreement with respect to any claim asserted against the Indemnitee by a third party (a “Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.1 shall promptly deliver to Grupo VM a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the nature of the Third Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnitee’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that, subject to Section 10.5, the failure to so transmit a Third Party Claim Notice shall not affect Grupo VM’s obligations under this Article 10, except to the extent that Grupo VM is materially prejudiced as a result of such failure. (b) If a Third Party Claim is asserted against an Indemnitee, Grupo VM shall be entitled to participate in the defense thereof and, if it elects within 15 Business Days, to assume and control the defense thereof with counsel selected by it and reasonably satisfactory to the Indemnitee and to settle such Third Party Claim at the discretion of Grupo VM; provided, however, that Grupo VM shall not, except with the written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), enter into any settlement or consent to entry of any judgment that (i) does not include the provision by the Person(s) asserting such claim to all Indemnitees of a full, unconditional and irrevocable release from all liability with respect to such Third Party Claim, (ii) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnitee or (iii) includes injunctive or other nonmonetary relief affecting any Indemnitee. If Grupo VM elects to assume the defense of a Third Party Claim, it shall not be liable to the Indemnitee for legal fees or expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Grupo VM (it being understood that Grupo VM shall control such defense), provided, further, that Grupo VM will pay the costs and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to...

Third Party Claim Procedures. (a) The party seeking indemnification under Section 7.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party.

Third Party Claim Procedures. (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

Third Party Claim Procedures. (a) The Party seeking indemnification under Section 9.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim, the amount thereof (to the extent known) and the basis for indemnification in respect thereof, including the specific Section or Sections hereof that the Indemnified Party claims to have been breached (taking into account the information then available to the Indemnified Party). Subject to the survival limitation set forth in Section 9.01, the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party.

Third Party Claim Procedures. 66 Section 10.04. Direct Claim Procedures........................................................................... 68

Third Party Claim Procedures. The Indemnified Party will have the right to defend the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (i) the Indemnifying Party acknowledges in writing to the Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the

Third Party Claim Procedures. 68 Section 8.04 . Limitations on Indemnification 70 Section 8.05 . Manner of Payment 70 Section 8.06 . Exclusivity of Remedy 71 Section 8.07 . Mitigation 71 Section 8.08 .Direct Claims 71 Section 8.09 . Stockholders’ Representative 71 Section 9.01 . Grounds for Termination 74 Section 9.02 . Effect of Termination 75

Third Party Claim Procedures. A party claiming indemnification under this Article IX (an "Indemnitee" shall, with reasonable promptness (i) notify the party or parties from which indemnification is sought (an "Indemnitor") of any claim or demand asserted against the Indemnitee by a third party with respect to any matter as to which the indemnities set forth in this Article IX do or could apply (an "Environmental Third Party Claim"). Such notice shall include the details of the Environmental Third Party Claim, including copies of all pleadings and the pertinent documents. Within twenty (20) days of receipt of such notice, the Indemnitor shall (i) pay the Environmental Third Party Claim either in full or upon compromise agreed to by the Indemnitor, or (ii) notify the Indemnitee that the Indemnitor disputes the Environmental Third Party Claim and intends to defend against it, and thereafter so defend and pay any adverse final judgment against the Indemnitor or the Indemnitee or award or settlement amount in regard thereto, or (iii) notify the Indemnitee that the Indemnitor does not accept any indemnification obligation to the Indemnitee with respect to such Environmental Third Party Claim, in which event the Indemnitor and the Indemnitee shall cooperate in the joint defense of such Environmental Third Party Claim as described below. Except when the parties are cooperating in a joint defense as described below, the defense of any Environmental Third Party Claim shall be controlled by the Indemnitor , and the cost of such defense shall be borne by it, except that the Indemnitee shall have the right to participate in such defense at its own expense. In the event (i) the Environmental Third Party Claim is one to which Section 9.2.3 applies, or (ii) there is a dispute as to whether the Indemnitor is obligated to indemnify the Indemnitee hereunder with respect to such Environmental Third Party Claim, and the parties are unable to agree upon their relative share of responsibility, if any, for such claim, Buyer, Seller and Parent agree to cooperate in the joint defense of such claim and not to ▇▇▇ or make any cross-claim against one another with respect to the subject matters of such dispute except to the extent necessary to resolve their respective indemnity obligations hereunder.