Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person entitled to indemnity hereunder of the commencement of any action or proceeding against a Person (the “Indemnified Party”), such Indemnified Party will, if a claim is to be made against an indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except where (and then only to the extent that) the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person entitled to indemnity hereunder an indemnified party under Section 10.2 or Section 10.3 of notice of the commencement of any action Proceeding or proceeding other claim by a third party against a Person (the “Indemnified Party”)it, such Indemnified Party indemnified party will, if a claim is to be made against an indemnifying party under this ARTICLE VIIIsuch Section, give prompt notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) indemnifying party of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Partyclaim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except where (and then only to the extent that) that the Indemnifying Party indemnifying party demonstrates that the defense of such action is actually prejudiced by the Indemnified Partyindemnifying party’s failure to give such notice. For purposes of this Section 10.8, in the event that a Buyer Indemnified Party reasonably believes a claim may result in a demand against the Escrow Fund, the delivery of a notice claiming indemnification shall be delivered to the Stockholders’ Representative and such notice shall be deemed to be delivery of the notice to the Securityholders; provided, however, that in the event indemnification is being sought hereunder directly from a Seller Indemnifying Party, notice shall be given to such Seller Indemnifying Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person entitled to indemnity hereunder an Indemnified Party of notice of the commencement of any demand, claim, action or proceeding against made or brought by a Person third party, including without limitation an Authority (the a “Indemnified PartyProceeding”), such Indemnified Party will, if a claim is to be made against an indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 Article VII, give written notice (the “Indemnifying PartyClaims Notice”) to the indemnifying party of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified PartyProceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except where (and then only to the extent that) that the Indemnifying Party indemnifying party demonstrates that the defense of such action is actually prejudiced by the Indemnified Partyindemnified party’s failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any Person entitled to indemnity hereunder of person against the commencement of any action or proceeding against Indemnitee (a Person "Third Party Claim") (the “Indemnified Party”including, but not limited to, a claim asserted by a Governmental Entity), such Indemnified Party will, if a claim is to be made against an Indemnitee must notify the indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”"Indemnitor") in writing of the commencement Third Party Claim, promptly following receipt by such Indemnitee of such action or proceeding, specifying the factual basis notice of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified PartyThird Party Claim being asserted; provided that, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except where (and then only to the extent that) the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such noticenotification shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any Person entitled to indemnity hereunder of person against the commencement of any action or proceeding against Indemnitee (a Person "Third Party Claim") (the “Indemnified Party”including, but not limited to, a claim asserted by a Governmental Entity), such Indemnified Party will, if a claim is to be made against an Indemnitee must notify the indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”"Indemnitor") in writing of the commencement Third Party Claim, promptly following receipt by such Indemnitee of such action or proceeding, specifying the factual basis notice of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Party, but the failure to notify the Indemnifying Third Party will not relieve the Indemnifying Party of any liability Claim being asserted; provided that it may have to any Indemnified Party, except where (and then only to the extent that) the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such noticenotification shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person a Party entitled to indemnity hereunder indemnification under this Article 8 (an “Indemnified Party”) of notice of the commencement of any action claim or proceeding against it by a Person third party for which indemnification may be sought under this Article 8 (the a “Indemnified PartyThird Party Claim”), such Indemnified Party willshall, if such party seeks indemnification with respect thereto against a claim is to be made against an indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 Article 8 (the “Indemnifying Party”) ), promptly give written notice to such Indemnifying Party of the commencement of such action or proceedingThird Party Claim, specifying the factual basis of the claim and the amount thereof describing in reasonable detail to the extent then known by such Indemnified Partyfacts and circumstances, but the failure to notify the any delay in notifying such Indemnifying Party will not relieve the such Indemnifying Party of any liability that it may have to any Indemnified Party, except where (and then only to the extent that) the that such Indemnifying Party demonstrates that the defense of such action is actually materially prejudiced by the Indemnified Party’s failure to give delay in giving such notice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any an Indemnified Person entitled to indemnity hereunder or Shareholder (each in this context, an “Indemnified Party”) of notice of the commencement of any action or proceeding Proceeding against it for which such Person may seek indemnification against a Person Shareholder (the under Section 11.2) or Buyer (under Section 11.3) (each in this context, and “Indemnified Indemnifying Party”), respectively, such Indemnified Party will, if a claim is to be made against an indemnifying party Indemnifying Party under this ARTICLE VIIIsuch Section, give written notice to the Indemnifying Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Partyclaim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party it of any liability that it may have to any Indemnified Party, except where (and then only to the extent that) that the Indemnifying Party demonstrates that the defense of such Proceeding is actually prejudiced by the Indemnified Indemnifying Party’s failure to give such noticenotice (it being understood, however, that where any of the Shareholders would otherwise be an Indemnified Party or Indemnifying Party, all references to such term as used in the procedural provisions of this Section 11.6 and in Section 11.7 shall instead refer to the Shareholders Representative).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person entitled to indemnity hereunder a Partnership Indemnified Party or a Seller Indemnified Party (for the purposes of the commencement of any action or proceeding against a Person (the Section 5.04, an “Indemnified Party”)) of a Third Party Claim, such the Indemnified Party willshall, if a claim is to be made against an indemnifying party (for the purposes of this Section 5.04, an “Indemnifying Party”) under this ARTICLE VIIISection 5.01 or Section 5.02, give notice to the Indemnifying Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) of the commencement of such action or proceedingclaim, specifying which notice shall set forth in detail the factual basis facts and circumstances with respect to the subject matter of the claim such Third Party Claim and shall indicate the amount thereof in reasonable detail of Losses (estimated, to the extent then known by that Losses in respect of such Indemnified Party, but the Third Party Claim are reasonably capable of being estimated). The failure to promptly notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except where (and then only to the extent that) that the Indemnifying Party is actually prejudiced by the Indemnified Party’s failure to give such prompt notice, and then only to the extent of such prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person entitled to indemnity hereunder an indemnified party under SECTION 10.2, SECTION 10.3 or SECTION 10.5 of notice of the commencement of any action or proceeding against a Person (the “Indemnified Party”)it, such Indemnified Party indemnified party will, if a claim Claim is to be made against an indemnifying party under this ARTICLE VIIIsuch Section, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) indemnifying party of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified PartyClaim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except where (and then only to the extent that) that the Indemnifying Party indemnifying party demonstrates that the defense of such action is actually materially prejudiced by the Indemnified Party’s indemnifying party's failure to give such notice. Such notice shall describe the Claim and the basis for indemnification sought, shall indicate the amount (if reasonably ascertainable) of the Damages that have been or may be sustained by the indemnitee and shall be accompanied by supporting documentation, if reasonably available.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person In order for a Buyer Indemnified Party or a Company Indemnified Party (an “Indemnified Person”) to be entitled to indemnity hereunder of any indemnification under this Article IX in respect of, or arising out of, a claim brought against the commencement of any action or proceeding against Indemnified Person by a Person third party (the a “Indemnified PartyThird Party Claim”), such Indemnified Party will, if a claim is to be made against an indemnifying Person must notify the party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 indemnify such Indemnified Person (the “Indemnifying PartyIndemnitor”) in writing of the commencement Third Party Claim promptly after receipt by the Indemnified Person of such action or proceeding, specifying the factual basis written notice of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified PartyThird Party Claim; provided, but the however, that failure to notify give such notification shall not affect the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Partyindemnification provided hereunder, except where (unless, and then only to the extent that) extent, that the Indemnifying Party Indemnitor is actually prejudiced by such failure to receive notification. Thereafter, the Indemnified Party’s failure Person shall deliver to give such noticethe Indemnitor promptly after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by any Person entitled to indemnity hereunder an indemnified party under Section 11.1, 11.2 or 11.3 of notice of the commencement of any action action, suit, arbitration, investigation or other proceeding (each a "Proceeding") against a Person (the “Indemnified Party”)it, such Indemnified Party willindemnified party shall, if a claim is to be made against an indemnifying party under this ARTICLE VIIIsuch section, give written notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) indemnifying party of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Partyclaim, but the failure to notify the Indemnifying Party will indemnifying party shall not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified Partyindemnified party, except where (and then only to the extent that) that the Indemnifying Party indemnifying party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party’s indemnified party's failure to give such notice. Such notice shall describe the nature of the claim in reasonable detail, including a copy of the claim if such claim was made in writing, and will indicate the estimated amount, if practicable, of the Damages that have been or may be sustained by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after following the receipt by any Person entitled to indemnity hereunder iPayment Indemnified Party or FMBS Indemnified Party, as applicable (the "Indemnified Party") of written notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") for which such person seeks indemnification, the Indemnified Party receiving such notice of the commencement of any action Third Party Claim shall promptly notify the FMBS Shareholders or proceeding against a Person iPayment, as applicable (the “Indemnified "Indemnifying Party”"), of its existence, setting forth the facts and circumstances of which such Indemnified Party will, if a claim is to be made against an indemnifying party under this ARTICLE VIII, give notice to the Party obligated to provide indemnification pursuant to this Section 8.4 (the “Indemnifying Party”) of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such Indemnified Partyhas received notice, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any the Indemnified Party, except where (and then only to the extent that) that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party’s 's failure to give such notice.