Common use of Third Party Claims - Indemnification Clause in Contracts

Third Party Claims - Indemnification. 10.3.1 If any claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third party, the Indemnified Purchaser Party shall promptly notify the Controlling Shareholders of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders shall have ten days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party against such claims or demand.

Third Party Claims - Indemnification. 10.3.1 (a) If any a claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third party is made against an indemnified party (i.e. a Seller indemnified party or Purchaser indemnified party), the Indemnified Purchaser Party indemnified party shall promptly notify the Controlling Shareholders indemnifying party of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible feasibly determinable (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders indemnifying party shall have ten (10) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Partyindemnified party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party indemnified party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party indemnified party against such claims or demand. If the indemnifying party fails to undertake the defense of any claim or demand, the indemnified party may undertake such matter at the expense of the indemnifying party.

Third Party Claims - Indemnification. 10.3.1 2.1 If any a claim or demand for which the Controlling Shareholders would be liable to an Indemnified Purchaser Party hereunder is asserted against or sought to be collected from an Indemnified Purchaser Party by a third partyparty is made against an indemnified party (i.e. a Seller Indemnified Party or the Company), the Indemnified Purchaser Party indemnified party shall promptly notify the Controlling Shareholders indemnifying party of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible feasibly determinable (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Controlling Shareholders indemnifying party shall have ten (10) business days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Purchaser Partyindemnified party, (A) whether or not it disputes its liability to the Indemnified Purchaser Party indemnified party hereunder with respect to such claim or demand and (B) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnified Purchaser Party indemnified party against such claims or demand. If the indemnifying party fails to undertake the defense of any claim or demand, the indemnified party may undertake such matter at the expense of the indemnifying party.