Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this paragraph 6, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except to the extent the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party party entitled to indemnification or adjustment under this Section 7 (the "Indemnified PartyINDEMNIFIED PARTY") with respect to of any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification or adjustment against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this paragraph 6Section 7, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writingwriting together with a statement of any available information regarding such claim, within 20 days after learning of such claim (or such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim); providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify either Pegasus, the Surviving Corporation or any Party Principal Company Shareholder (the "Indemnified Party") prior to the expiration of the Indemnification Period with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this paragraph 6Article, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of notify the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party (but not beyond the expiration of the Indemnification Period, or, in the case of notice of a Third Party Claim received by the Indemnified Party on the last day of the Indemnification Period, the next Business Day) shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party ISI or InfoCure (the "Indemnified Party") with respect to any matter which may give rise to a claim by ISI or InfoCure for indemnification against the Shareholders (collectively the "Indemnifying Party") under this Section 7. (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this paragraph 6, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of notify the Third Party Claim) notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder, except hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is prejudicedDamaged. Such If the Indemnifying Party notifies the Indemnified Party within fifteen (15) days after the Indemnified Party has given notice shall describe of the claim, matter that the amount thereof (to Indemnifying Party is assuming the extent then known and quantifiable), and the basis defense thereof, in each case to the extent known to the Indemnified Party.then:

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a right to claim for indemnification against any other Party (the "Indemnifying Party") under this paragraph 6Section 8.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writingwriting (the "Claim Notice"); provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice The Indemnified Party shall describe not be required to commence litigation or take any action against any third party prior to delivery of the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified PartyClaim Notice.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party party (the "Indemnifying Party") under this paragraph 6Article 6.00, then the Indemnified Party shall promptly notify (and in any event within five which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receiving receipt of notice of by it or (ii) five (5) days prior to the Third Party Claimdate a responsive pleading is due) notify each the Indemnifying Party thereof in writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) that the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.;

Matters Involving Third Parties. (ia) If any third party shall notify any Party a party entitled to be indemnified pursuant to Section 9.1 or 9.2 (the "Indemnified Party") with respect to any matter (a "Third which the Indemnified Party Claim") which has determined may give rise to a claim for indemnification against any other the PACE Group or the Blockbuster Group, as the case may be (a "Third Party Claim") (the "Indemnifying Party") under this paragraph 6), then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice shall describe Subject to the claimIndemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the amount Indemnifying Party shall satisfy its obligations under this Section 9 within 30 days after the receipt of written notice thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to from the Indemnified PartyParty unless the Indemnifying Party notifies the Indemnified Party that it disputes any such obligations.

Matters Involving Third Parties. (ia) If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other the Indemnifying Party (the "Indemnifying Party") under this paragraph 6Article 8, then the Indemnified Party shall promptly notify (and in any event within five which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receiving receipt of notice of by it or (ii) five (5) days prior to the Third Party Claimdate a responsive pleading is due) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) that the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify any Party entitled to indemnification under Section 7.2 (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party hereto (the "Indemnifying Party") under this paragraph 6Article VII, then the Indemnified Party shall promptly notify (and in any event within five business by the sooner to occur of (i) 10 days after receiving receipt of notice of by it, and (ii) five days prior to the Third Party Claimdate a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to Section 8.1 hereof) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (for purposes hereof the "term “Party” shall be deemed to include the Shareholders) (the “Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this paragraph 6Section 8, then the Indemnified Party shall promptly (and but in any no event within five business more than fifteen (15) days after receiving the Indemnified Party receives notice of the such Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any the other Party party (the "Indemnifying PartyINDEMNIFYING PARTY") under this paragraph ARTICLE 6, then the Indemnified Party shall promptly notify (and in any event within five which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receiving receipt of notice of by it or (ii) five (5) days prior to the Third Party Claimdate a responsive pleading is due) notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) that the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party hereto entitled to indemnification under Sections 8.2, 8.3, or 8.4 (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party hereto (the "Indemnifying Party") under this paragraph 6Article VIII, then the Indemnified Party shall promptly notify (and in any event within five business by the sooner to occur of (i) 10 days after receiving receipt of notice of by it, and (ii) five days prior to the Third Party Claim) notify date a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to Section 10.1 hereof)), each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (ia) If Promptly after the receipt by any third party shall notify any Party Person entitled to indemnification pursuant to this Article 8 (the "“Indemnified Party"”) with respect to of notice of any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this paragraph 6hereunder, then the Indemnified Party shall promptly notify the Person obligated to provide indemnification pursuant to this Article 8 (and in any event within five business days after receiving notice the “Indemnifying Party”) of the such Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such In the event of a Third Party Claim by a Buyer Indemnified Party, such notice shall describe the claim, the amount thereof (be to the extent then known Representative and quantifiable), and the basis thereof, in each case such event references in this Section 8.4 to the extent known Indemnifying Party shall be to the Indemnified PartyRepresentative.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (including any proposed or actual Tax audit) (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this paragraph 6Section 9, then the Indemnified Party shall promptly (and promptly, but in any no event within five business more than 15 days after receiving notice following such Indemnified Party's receipt of the Third Party Claim) such notice, notify each Indemnifying Party thereof in writingwriting (a "Claim Notice") of such Third Party Claim 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 Third Party Claim); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.

Matters Involving Third Parties. (i) If any third party shall notify any a Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this paragraph 6ss.8, then the Indemnified Party shall promptly (and in any event within five business days Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay failure to provide such notice on the part of the Indemnified Party in notifying any Indemnifying Party a timely basis shall relieve not release the Indemnifying Party from any obligation hereunder, of its obligations under this ss.8 except to the extent the Indemnifying Party thereby is prejudicedactually prejudiced by such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Such notice shall describe the claimThereafter, the amount thereof (Indemnified Party shall deliver to the extent then known and quantifiable)Indemnifying Party, and the basis thereof, in each case to the extent known to within five Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.