Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party.

Procedure for Claims. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a13(a) or 15(b13(b). Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party.

Procedure for Claims. Each If a claim by a third party is made against any indemnified Party agrees party, and if the indemnified party intends to give seek indemnity with respect thereto under this Article 8, such indemnified party shall promptly provide written notice to the indemnifying Party prompt party of such claim, including the amount of the claim to the extent then known. With respect to claims for indemnification made under this Article 8, other than claims with respect to certain items specified in Section 8.1 dealing with Taxes and environmental matters, an indemnifying party shall be liable to an indemnified party only if such written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request the claim for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly is given by the indemnified party to the other copies indemnifying party prior to the expiration of all papers the Indemnity Period. If such notice is timely given, the indemnifying party's obligation to indemnify the indemnified party shall survive the expiration of the Indemnity Period until resolved. If the indemnifying party hereunder is Seller, references in this Section 8.4 to actions to be taken by the indemnifying party shall mean and official documents received in respect of any Lossrefer to the actions to be taken by the Shareholders collectively. The indemnifying Party party shall have twenty (20) days after receipt of the sole right above-mentioned notice to defendundertake, settleconduct and control, or otherwise dispose through counsel of such Loss, on such terms as its own choosing (subject to the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Partyparty, which such consent not to be unreasonably withheld) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not be unreasonably withheld or delayed, prior thereby permit to ceasing to defend, settling or otherwise disposing exist any Lien upon any asset of any Loss if as a result thereof indemnified party, (ii) the indemnifying party shall permit the indemnified Party would become subject party to injunctive participate in such settlement or other equitable relief defense through counsel chosen by the indemnified party, with the fees and expenses of such counsel to be borne by the indemnifying party only if and to the extent that such counsel is necessary by reason of a demonstrable conflict of interest, and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party pursuant to this Article 8. So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any remedy other than such claim. If the payment indemnifying party does not notify the indemnified party within twenty (20) days after receipt of moneythe indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, which payment would be the responsibility indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Partyparty.

Procedure for Claims. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a) or 15(b)this Article VII. Each Party shall furnish promptly to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Lossloss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Party.

Procedure for Claims. Each indemnified (a) If a claim for indemnification pursuant to Section 10.2 (a “Claim”) is to be made by an Indemnified Party agrees entitled to indemnification hereunder, the Indemnified Party claiming such indemnification shall give the indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly to the other copies of all papers and official documents received in respect applicable Party (the “Indemnifying Party”) reasonably promptly after the Indemnified Party becomes aware of any Lossfact, condition or event which may give rise to Damages for which indemnification may be sought under Section 10.2 or receipt by the Indemnified Party of notice of a claim brought pursuant to Section 10.2 involving the assertion of a claim by a Third Party (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”). The indemnifying failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that the Indemnifying Party actually suffers damage caused by such failure, and then only to the extent thereof. The Indemnifying Party shall have [***] days (or such lesser number of days set forth in the sole right to defend, settle, or otherwise dispose of such Loss, on such terms notice as the indemnifying Party, in its sole discretion, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Party, which shall not may be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss required by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund court proceeding in the event of a litigated matter) after receipt of the indemnifying notice to notify the Indemnified Party is ultimately held not that it desires to defend the Indemnified Party against such Third Party Claim. In the case of a Third Party Claim, subject to the limitations of Section 10.2, the Party conducting the defense (the “Defending Party”) shall determine and conduct the defense, compromise or settlement of such Third Party Claim, and, subject to the limitations of Section 10.2, (i) the other applicable Party (the “Non-Defending Party”) shall make available to the Defending Party any documents and materials in its or its Affiliates’ possession or control that may be obligated necessary to indemnify the indemnified Partydefense of such Third Party Claim and (ii) the Defending Party shall keep the other Parties reasonably informed of all material developments and events relating to such Third Party Claim.

Procedure for Claims. Each indemnified Whenever a claim arises for indemnification under this Agreement, the Party agrees claiming a right to give indemnification (the indemnifying “Indemnified Party”) will promptly notify the Party prompt from whom the Indemnified Party is claiming indemnification (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided that the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In the event of any such claim for indemnification resulting from or arising in connection with a claim, suit or action by a third party, the Indemnifying Party may (but need not) defend or participate in the defense of any such claim, suit, or action. The Indemnifying Party will be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that the Indemnified Party will have the right, at its expense, to participate in any such defense with the counsel of its choice but the fees and expenses of such counsel will be at the expense of the Indemnified Party. All fees and expenses will be paid periodically as incurred. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party will not compromise or settle such claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will not without the prior written consent of the Indemnified Party, effect any settlement of any such claim unless such settlement includes an unconditional release of the Indemnified Party from all Losses that are the subject of or constitute a portion of such claim. If the Indemnified Party desires to compromise or settle any claim and gives written notice of such settlement or compromise to the Indemnifying Party, but the Indemnifying Party refuses to consent to such compromise or settlement, the Indemnifying Party will indemnify the Indemnified Party for any Loss Losses in excess of the compromise or discovery of fact upon which settlement proposed by the Indemnified Party without regard to whether the Indemnified Party is otherwise entitled to such indemnified Party intends to base a request for indemnification under Sections 15(aSection 11.(a) or 15(bSection 11.(b) of this Agreement, as applicable. If the Indemnifying Party does not assume the defense of any such claim, suit or action in accordance with this Section 11.(c). Each , the Indemnified Party shall furnish promptly may, at the Indemnifying Party’s expense, defend against such claim, suit or action in such manner as it may deem appropriate, including, but not limited to, settling such claim, suit or action (after giving prior written notice of the same to the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right to defend, settle, or otherwise dispose of such Loss, Indemnifying Party) on such terms as the indemnifying Party, in its sole discretion, shall Indemnified Party may deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified PartyAny such settlement or compromise of, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than final judgment or decree entered on or in, any claim, suit or action which the payment Indemnified Party has defended in accordance herewith, will be deemed to have been consented to by, and will be binding upon, the Indemnifying Party as fully as if the Indemnifying Party had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of moneycompetent jurisdiction for the amount of such settlement, which payment would be the responsibility of the indemnifying Partycompromise, judgment or decree. The indemnifying Indemnified Party shall not be liable for any settlement or other disposition of a Loss by and the indemnified Indemnifying Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Partywill cooperate, without prejudice to any rights they may have against each other, in the indemnifying Party’s right to contest the indemnified Party’s right compromise or defense of any third party claim that is not entirely subject to indemnification and subject by a single Indemnifying Party. If, after the Indemnifying Party elects to refund assume the defense of a claim, it is determined by dispute resolution in accordance with Section 12. of this Agreement that the event the indemnifying Indemnified Party is ultimately held not entitled to be obligated to indemnify indemnification with respect thereto, the indemnified Party.Indemnifying Party will discontinue the defense thereof

Procedure for Claims. Each If any indemnified Party agrees to give suffers or incurs any Losses or is presented with any Claim, the indemnified Party will promptly (but in any event within ten (10) days after such incurrence or presentment) notify the indemnifying Party prompt written notice of any Loss or discovery of fact upon in writing, which such indemnified Party intends to base a request may be in electronic format, describing its claims for indemnification under Sections 15(a) or 15(b). Each Party shall furnish promptly to in reasonable detail and offering the other copies of all papers and official documents received in respect of any Loss. The indemnifying Party shall have the sole right opportunity to defendassume full responsibility for the defense and resolution of the Claims giving rise to such Losses, settle, or otherwise dispose of such Loss, on such terms as at the indemnifying Party’s sole cost and expense; provided, in its sole discretionhowever, shall deem appropriate. The indemnifying Party shall obtain the written consent of the indemnified Partythat (i) except with respect to an AEON IP Claim, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred failure by any indemnified Party in cooperating with to provide the indemnifying Party such written notice shall not relieve the indemnifying Party of its obligation to indemnify the applicable indemnified Part(ies) as set forth under this Agreement unless the indemnifying Party is materially and adversely affected thereby; (ii) neither the indemnifying Party nor its Representatives, insurers, or any other person shall enter into any settlement of any matters subject to indemnification under this Agreement without the applicable indemnified Party’s prior written consent to the extent it consents to injunctive relief or requires any admission of fault or any public statement or contains contract terms governing future activities that would materially affect the indemnified Party’s business or interests, said consent not to be unreasonably withheld, conditioned, or delayed; (iii) the applicable indemnified parties shall be permitted to participate in its the selection of defense counsel and the defense of a Lossthe claim, shall be reimbursed on a quarterly basis by and (iv) if the indemnifying PartyParty fails to oppose or defend against any such suit or action, without prejudice to the applicable indemnified parties may oppose and defend against such claims at the indemnifying Party’s right to contest the indemnified Party’s right to indemnification sole cost and subject to refund in the event expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses). The non-indemnifying Party shall provide the indemnifying Party is ultimately held not with all commercially reasonable non-financial assistance, information, and authority reasonably required for the defense and settlement of a Claim subject to be obligated to indemnify the indemnified Partyindemnification hereunder.

Procedure for Claims. Each indemnified Party agrees to Within ten days after obtaining written -------------------- notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder, the indemnifying Party prompt party seeking indemnification shall give written notice of any Loss or discovery such claim ("Notice of fact upon which such indemnified Party intends to base a request for indemnification under Sections 15(aClaim") or 15(b). Each Party shall furnish promptly to the other copies party. Failure to give such notice by the party seeking indemnification within said ten day period shall not relieve the indemnifying party of all papers its obligations hereunder, unless the failure to so notify the identifying party actually results in ------------------------- ------------------- CUSIP NO. 450707 10 4 13D PAGE 14 OF 39 PAGES ------------------------- ------------------- damage or prejudice to such indemnifying party. Notice of Claim shall set forth a brief description of the facts giving rise to such claim and official documents received in respect the amount (or a reasonable estimate) of any Lossthe loss, damage or expense suffered, or which may be suffered, by the party seeking indemnification. The Upon receiving the Notice of Claim, the indemnifying Party party shall have the sole right to defendresist, settle, settle or otherwise dispose of such Loss, on claim in such terms manner as the indemnifying Party, in its sole discretion, it shall deem appropriate, including the employment of counsel, and shall be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying Party party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Investor and the Company, and the indemnified party has been advised by such counsel that representation of the Company and the Investor by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the Indemnifying party, the indemnifying party shall obtain have neither the written consent right nor the obligation to assume the defense of such action on behalf of the indemnified Party, which shall not be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise disposing of any Loss if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the payment of money, which payment would be the responsibility of the indemnifying Party. The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by the indemnified Party which is reached without the written consent of the indemnifying Party. The reasonable costs and expenses, including reasonable fees and disbursements of counsel incurred by any indemnified Party in cooperating with the indemnifying Party in its defense of a Loss, shall be reimbursed on a quarterly basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the indemnified Partyparty).