Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. If any indemnified party receives written notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment of or which indemnity may be sought under this Article X (a “Third Party Claim”) and such indemnified party intends to seek indemnity pursuant to this Article X, such indemnified party shall promptly provide the indemnifying party with notice of such Third Party Claim (provided that any delay in providing such notice shall not affect the indemnification obligations of the indemnifying party hereunder except to the extent the indemnifying party demonstrates that such delay prejudiced such indemnifying party’s ability to successfully defend the matter giving rise to the claim). The indemnifying party shall, upon acknowledgment of its obligation to indemnify the indemnified party, be entitled to participate in or, at its option, assume the defense or settlement of such Third Party Claim. The defense or settlement shall be conducted through counsel selected by the indemnifying party in connection therewith. The indemnifying party shall not settle any Third Party Claim without the indemnified party’s prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld; provided that if such a settlement is solely for monetary relief to be paid in full by the indemnifying party, no consent of any indemnified party shall be required. In connection with any Third Party Claim, the Parties shall use their commercially reasonable efforts to coordinate with any applicable insurance carriers and the terms of any applicable insurance policies.

Indemnification Procedure for Third Party Claims. If any indemnified party (a) In the event that, subsequent to the Closing, an Indemnified Party receives written notice of the commencement assertion of a Third Party Claim against such Indemnified Party, the Indemnified Party shall promptly give written notice thereof together with a statement of any action available information regarding such claim to the Indemnifying Party; provided that no delay in or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment of or which indemnity may be sought under this Article X (a “Third Party Claim”) and failure to give such indemnified party intends to seek indemnity notice pursuant to this Article X, such indemnified party shall promptly provide the indemnifying party with notice of such Third Party Claim (provided that Section 14.5(a) will adversely affect any delay in providing such notice shall not affect the indemnification obligations of the indemnifying party hereunder other rights or remedies that such Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party’s obligation to indemnify such Indemnified Party, except to the extent the indemnifying party demonstrates that such delay Indemnifying Party is materially prejudiced such indemnifying party’s ability to successfully defend thereby. The Indemnifying Party shall have the matter giving rise right upon written notice to the claim). The indemnifying party shallIndemnified Party, upon acknowledgment within thirty (30) days after receipt from the Indemnified Party of its obligation notice of such claim to indemnify the indemnified party, be entitled to participate in or, conduct at its option, assume expense the defense or settlement of against such Third Party Claim. The defense or settlement shall be conducted through claim in its own name with counsel selected by the indemnifying party Indemnifying Party and not reasonably objected to by the Indemnified Party. In the event that the Indemnifying Party elects to conduct the defense of the subject claim, the Indemnified Party will use Reasonable Efforts to cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right at its expense to participate in connection therewith. The indemnifying party the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall not have the right to compromise and settle any Third Party Claim without the indemnified party’s claim only with the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably conditionedwithheld, delayed conditioned or withheld; delayed. The Indemnifying Party shall hold in confidence all such information provided by the Indemnified Party under this Section 14.5(a) on the terms and subject to the conditions contained in the Confidentiality Agreement or Section 9.4, as applicable. Notwithstanding the foregoing, the Indemnifying Party shall not have the right of access to information of the Indemnified Party relating to any information the disclosure of which would jeopardize any legal privilege or work-product privilege available to the Indemnified Party or any of its Affiliates relating to such information. Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume the defense of any Third Party Claim or will cease to defend against such claim, if (i) injunctive or other equitable relief or relief for other than money damages that if such a settlement the Indemnified Party reasonable determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, is solely for monetary relief sought and could be imposed against the Indemnified Party, (ii) in the event the Third Party Claim were to be paid unfavorably decided, it would reasonably be likely to lead to Losses, liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder (other than to the extent of the Deductible) or Losses in full by excess of amounts then-held in the indemnifying partyEscrow Account, (iii) at the time of the assumption and thereafter, the Indemnifying Party fails to demonstrate its ability to conduct the investigation, defense or prosecution actively and diligently, (iv) the Third Party Claim relates to or arises in connection with any criminal or quasicriminal Action, or (v) the Indemnifying Party is also a party or has an interest in such Third Party Claim, which interest conflicts with the interests of the Indemnified Party based on the advice of outside legal counsel. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 14.5(a) only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. Notwithstanding the foregoing, no consent of any indemnified party the Indemnified Party shall be required. In connection required for the Indemnifying Party to settle any Third Party Claim if (A) such settlement offer (1) requires only the payment of money damages for which the Indemnified Party is entitled to full indemnification and does not impose any continuing obligation on any Indemnified Party or its Affiliates, (2) provides, as a condition precedent thereto, a binding, complete, irrevocable and unconditional release from all Losses with respect to the subject matter thereof in favor of all Indemnified Parties that are a party to such Third Party Claim and their respective Affiliates and (3) does not require any Indemnified Party or its Affiliates to (x) admit any wrongdoing or acknowledge any rights of any Person or (y) waive any rights that the Indemnified Party may have against the Person making the Third Party Claim, (B) where such Buyer Indemnified Party is the Parties shall use their commercially reasonable efforts Indemnified Party, the Sellers’ Representative agrees in writing that the entire amount of such proposed settlement constitutes Losses that are from the Escrow Account then available for distribution, subject to coordinate with any applicable insurance carriers the other provisions of this Agreement and (C) the terms amount of any applicable insurance policiessuch proposed settlement will not exceed the limitations contained in this Article XIV.

Indemnification Procedure for Third Party Claims. If (a) In the event that subsequent to the Closing Date any indemnified party receives written notice Indemnified Party becomes aware of an Indemnity Claim on account of or in connection with any Claim or the commencement of any action or proceeding or the assertion of against such Indemnified Party by any claim by Person who is not a third party or the imposition of to this Agreement (including any penalty or assessment of or which indemnity may be sought under this Article X Governmental Authority) (a “Third Party Claim”) and ), as to which such indemnified party intends Indemnified Party would be entitled to seek indemnity pursuant to this Article Xassert an Indemnity Claim, such indemnified party Indemnified Party shall promptly provide the indemnifying party give written notice thereof together with notice a statement of any available information regarding such Third Party Claim (provided that any delay in providing such notice shall not affect the indemnification obligations of the indemnifying party hereunder except Claim, including, to the extent known by such Indemnified Party, the indemnifying party demonstrates that such delay prejudiced such indemnifying party’s ability to successfully defend alleged factual basis for the matter giving rise Third Party Claim and the Losses claimed and referring to the claim). The indemnifying party shall, upon acknowledgment provision of its obligation this Agreement pursuant to indemnify which indemnification is sought (the indemnified party, be entitled “Notice of Claim”) to participate in or, at its option, assume the defense or settlement Indemnifying Party promptly after learning of such Third Party Claim. The defense or settlement shall be conducted through counsel selected Failure by the indemnifying party in connection therewith. The indemnifying party shall not settle any Indemnified Party to provide notice on a timely basis of a Third Party Claim without shall not affect the indemnified partyright of the Indemnified Party to obtain indemnification as a result of such Third Party Claim, except to the extent of any direct damages caused by such delay. If (i) the Indemnifying Party is any Seller and (A) such Third Party Claim does not seek injunctive or other equitable relief involving Purchaser or its Affiliates, (B) a Purchaser Protected Party’s prior insurance carrier does not require, as a condition to such Purchaser Protected Party’s eligibility to recover insurance proceeds on account of such Third Party Claim, that such carrier control the defense of any such Third Party Claim, (C) such Third Party Claim does not seek recourse which could reasonably be expected to adversely affect the ongoing business or operations (including customer, supplier or employee relationships) of a Purchaser Protected Party or any of its Affiliates (including their rights to use the Company Intellectual Property) or otherwise have a Material Adverse Effect on Purchaser or its Affiliates, (D) the Agent can demonstrate that it has sufficient amounts which may be used in connection with such Third Party Claim to (I) defend such Third Party Claim, and (II) defend all other Third Party Claims then pending which the Agent is defending pursuant to this Section 8.8, and (E) the Indemnifying Party has acknowledged in writing to the Indemnified Party its unconditional obligation to indemnify the Indemnified Party for such Third Party Claim (subject to the limitations and conditions set forth herein), or (ii) if the Indemnifying Party is Purchaser, then in any such case, except in the case of Claims described in Section 7.6(f), the Indemnifying Party shall have the right, upon written consentnotice to the Indemnified Party (the “Defense Notice”) within fifteen (15) days of its receipt from the Indemnified Party of the Notice of Claim, to conduct at its expense the defense against such Claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the defense counsel representing the Indemnifying Party in such defense, which consent approval shall not be unreasonably conditionedwithheld or delayed, delayed or withheld; provided that if and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such a settlement counsel within ten (10) days after the Defense Notice is solely for monetary relief to be paid in full by provided, then the indemnifying partyIndemnifying Party shall propose an alternate defense counsel, no consent of any indemnified party which shall be required. In connection with any Third Party Claimsubject again to the Indemnified Party’s approval, the Parties which approval shall use their commercially reasonable efforts to coordinate with any applicable insurance carriers and the terms of any applicable insurance policiesnot be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. If any indemnified In the event a party seeking indemnification (an "Indemnitee") receives written notice of the commencement of any action or proceeding or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment of or for which indemnity may be sought under pursuant to this Article X VII (a “"Third Party Claim”) "), and such indemnified party Indemnitee intends to seek indemnity pursuant to this Article XVII, such indemnified party the Indemnitee shall promptly provide the indemnifying party (the "Indemnitor") with notice of such action, proceeding, claim, penalty or assessment. The Indemnitor shall have the right, by giving notice to the Indemnitee within twenty (20) days after receipt of notice from the Indemnitee of a Third Party Claim, at its expense, to defend against, negotiate, settle or otherwise deal with any claim with respect to which it is the Indemnitor and to have the Indemnitee represented by counsel reasonably satisfactory to the Indemnitee, selected by the Indemnitor; provided that the Indemnitee may participate in any proceeding with counsel of its choice at its expense. The Indemnitor may not enter into a settlement of any Third Party Claim (provided that any delay in providing such notice shall not affect without the indemnification obligations consent of the indemnifying party hereunder except to Indemnitee unless such settlement requires no more than a monetary payment for which the extent Indemnitee has been fully paid. In the indemnifying party demonstrates that such delay prejudiced such indemnifying party’s ability to successfully defend event the matter giving rise to the claim). The indemnifying party shall, upon acknowledgment of its obligation to indemnify the indemnified party, be entitled to participate in or, at its option, assume Indemnitee is controlling the defense or settlement of such any Third Party Claim. The , the Indemnitor may participate in such defense or and settlement shall be conducted through counsel selected chosen by the indemnifying party in connection therewith. The indemnifying party it and Indemnitee shall not settle any Third Party Claim without the indemnified party’s prior written consentconsent of the Indemnitor, which consent shall not be unreasonably conditioned, delayed or withheld; provided that if such a settlement is solely for monetary relief to be paid . The parties will cooperate fully with each other in full by the indemnifying party, no consent of any indemnified party shall be required. In connection with the defense, negotiation or settlement of any Third Party Claim, the Parties shall use their commercially reasonable efforts to coordinate with any applicable insurance carriers and the terms of any applicable insurance policies.

Indemnification Procedure for Third Party Claims. If Subject to Section 11.11 relating to Taxes, in the event that subsequent to the Closing, any indemnified party Person that is or may be entitled to indemnification under this Agreement (an “Indemnified Party”) receives written notice of the assertion of any claim, issuance of any Governmental Order or the commencement of any action Legal Proceedings by any Person who is not a Party or proceeding or the assertion an Affiliate of a Party, including any claim by a third party or the imposition of any penalty or assessment of or which indemnity may be sought under this Article X Governmental Authority (a “Third Party Claim”) ), against such Indemnified Party and such indemnified party intends for which a Party is or may be required to seek indemnity pursuant to provide indemnification under this Article XAgreement (an “Indemnifying Party”), such indemnified party Indemnified Party shall promptly provide the indemnifying party give written notice thereof, together with notice a statement of any reasonably available information regarding such Third Party Claim to such Indemnifying Party within thirty (30) days after learning of such Third Party Claim (provided or within such shorter time as may be necessary to give such Indemnifying Party a reasonable opportunity to respond to and defend such Third Party Claim); provided, however, that any delay in providing the failure by the Indemnified Party to give such written notice during such period shall not affect relieve the Indemnifying Party of its indemnification obligations of the indemnifying party hereunder obligations, except and only to the extent that the indemnifying party demonstrates that Indemnifying Party forfeits substantial rights or defenses by reason of such delay prejudiced such indemnifying party’s ability to successfully defend failure. The Indemnifying Party shall have the matter giving rise right upon written notice to the claim). The indemnifying party shallIndemnified Party, upon acknowledgment within thirty (30) days after receipt from the Indemnified Party of its obligation to indemnify the indemnified party, be entitled to participate in or, at its option, assume the defense or settlement notice of such Third Party Claim. The , to conduct, at its expense, the defense or settlement shall be conducted through counsel selected by the indemnifying party in connection therewith. The indemnifying party shall not settle any against such Third Party Claim without in its own name, or if necessary in the indemnified party’s name of the Indemnified Party, with legal counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party does not conduct the defense of the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as may be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, and the Indemnified Party shall have the right, at its expense, to participate in the defense assisted by counsel of its own choosing; provided, that the Indemnified Party shall have the right to compromise and settle the Third Party Claim only with the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably conditionedwithheld, delayed conditioned or withheld; provided that if such a settlement is solely for monetary relief to be paid in full by delayed. Without the indemnifying party, no prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any indemnified party shall be required. In connection with settlement of any Third Party Claim or cease to defend against such Third Party Claim, unless pursuant to or as a result of such settlement or cessation, (i) no injunctive or other equitable relief would be imposed against the Parties Indemnified Party, (ii) does not contain any admission of liability or wrongdoing and (iii) no liability or financial or other obligation on the part of the Indemnified Party is imposed or created and each claimant or plaintiff in such Third Party Claim has given to the Indemnified Party an unconditional release from all liability with respect to such Third Party Claim. The Indemnifying Party shall use their commercially reasonable efforts not be entitled to coordinate with any applicable insurance carriers control, and the terms Indemnified Party shall be entitled to have sole control over, the defense or settlement of any applicable insurance policiesThird Party Claim solely in the event of a proceeding to which the Indemnifying Party is also a party and the Indemnified Party provides a legal opinion that a material conflict exists between the Indemnified Party and the Indemnifying Party. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.6 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect.