Common use of Assertion of Indemnification Claim Clause in Contracts

Assertion of Indemnification Claim. Any of the Seller Indemnitees or any of the Purchaser Indemnitees under Section 5.2 and 5.3, as the case may be (an “Indemnified Party”), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought (each, an “Indemnifying Party”) after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation or litigation relating to such Claim at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim or demand, and will be entitled to settle any such Claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification.

Assertion of Indemnification Claim. Any of the Seller Indemnitees or any of the Purchaser Indemnitees under Section 5.2 and 5.3A party seeking indemnification, as the case may be (an “"Indemnified Party”"), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought other (each, an “"Indemnifying Party”") as soon as possible after the Indemnified lndemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claimclaim, and will permit the Indemnifying lndemnifying Party (at its expense) to assume the defense of any third party Claim claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure omission by the Indemnified lndemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying omission results in a failure of actual notice to the lndemnifying Party and the lndemnifying Party is materially damaged as a result of the failure to give noticenotice in a timely manner. Failure by the lndemnifying Party to notify the lndemnified Party of its election to defend any such claim, action or proceeding within a reasonable time, but in no event more than thirty (30) days after notice thereof shall have been given to the lndemnifying Party, shall be deemed a waiver by the lndemnifying Party of its right to defend such claim, action or proceeding; provided, however, that the Indemnifying party shall not be deemed to have waived its right to contest and defend against any claim of the lndemnified Party for indemnification hereunder based upon or arising out of such claim, action or proceeding. The Indemnifying Party may settle or compromise any third party Claim claim or litigation only with the consent of the Indemnified Party lndemnified Party, which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation negotiations or litigation relating to such Claim any third party. claim or demand at its own expense. In the event that the Indemnifying lndemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim claim or demand, and will be entitled to settle any such Claim claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification.

Assertion of Indemnification Claim. Any (a) The Indemnified Party may assert an Indemnification Claim by giving Notice of the Seller Indemnitees or any Indemnification Claim to the Indemnifying Party. The Indemnified Party's Notice shall provide reasonable detail of the Purchaser Indemnitees under Section 5.2 facts giving rise to the Indemnification Claim and 5.3, as a statement of the case may be (an “Indemnified Party”), shall give timely notice (a “Claim Notice”) to 's Indemnifiable Loss or an estimate of the Party from whom such indemnification is sought (each, an “Indemnifying Party”) after Indemnifiable Loss that the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the reasonably anticipates that it will suffer or incur. The Indemnified Party regarding such Claim, may amend or supplement its Indemnification Claim at any time (and will permit more than once) by Notice to the Indemnifying Party. The failure to so notify the Indemnifying Party (at its expense) to assume the defense of any third party Claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party is demonstrates that it has been materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation or litigation relating to such Claim at its own expense. In the event that prejudiced thereby. (b) If the Indemnifying Party does not assume object to an Indemnification Claim during the defense 30-day period following receipt of any matter which is the proper subject Indemnified Party's Notice of indemnification as above providedits Indemnification Claim (the "Objection Period"), then the Indemnified Party's Indemnification Claim shall be considered undisputed, and the Indemnified Party shall have the right to defend any such third party Claim or demand, and will be entitled to settle any such recover the full amount of its Indemnifiable Loss (or estimate of its Indemnifiable Loss), subject, in the case of an Indemnification Claim by Buyer or demand eNucleus, to the limitation in its discretion, all at the expense of Section 10.4(a). (c) If the Indemnifying Party. In any event, Party gives Notice to the Indemnified Party will cooperate in within the defense of any such action at Objection Period that the expense of Indemnifying Party objects to the Indemnified Party's Indemnification Claim, the Indemnifying Party and the records Indemnified Party shall attempt in good faith to resolve their differences during the 30-day period following the Indemnified Party's receipt of each party shall be available the Indemnifying Party's Notice of its objection. If they fail to resolve their disagreement during this 30-day period, either of them may unilaterally submit the disputed Indemnification Claim for binding arbitration before the American Arbitration Association in Chicago, Illinois, in accordance with its rules for commercial arbitration in effect at the time. The award of the arbitrator or panel of arbitrators may include attorneys' fees to the other with respect to such defense. If prevailing party and may be enforced in the Circuit Court of Cook County, Illinois or the U.S. District Court for the Northern Dist▇▇▇▇ of Illinois. (d) To the extent that any Indemnification Claim by Buyer or eNucleus is undisputed or is resolved in Buyer's or eNucleus's favor, either by the agreement of the Indemnifying Party fails or by an award of an arbitrator or panel of arbitrators pursuant to give a notice disputing Section 10.5(c), eNucleus may elect, by Notice to PrimeWire, to apply the validity Indemnification Claim first to reduce, dollar-for-dollar, the First Year Earnout otherwise payable; and if the First Year Earnout has already been paid or if the amount of a the Indemnification Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Noticeexceeds the First Year Earnout, then to reduce, dollar-for-dollar, the Second Year Earnout otherwise payable; and if the Second Year Earnout has already been paid or if the amount of the Indemnification Claim shall be deemed exceeds the Second Year Earnout, then to be accepted and reduce, dollar-for-dollar, the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnificationThird Year Earnout.

Assertion of Indemnification Claim. Any of Either the Seller Indemnitees Shareholders or any of the Purchaser Indemnitees under Section 5.2 and 5.3Parent, as the case may be (an “"Indemnified Party”"), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought other (each, an “"Indemnifying Party”") as soon as possible after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claimclaim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure omission by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation negotiations or litigation relating to such Claim any third party claim or demand at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim claim or demand, and will be entitled to settle any such Claim claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification.9.6

Assertion of Indemnification Claim. Any of Either the Seller Indemnitees Shareholder or any of the Purchaser Indemnitees under Section 5.2 and 5.3Parent, as the case may be (an “"Indemnified Party”"), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought other (each, an “"Indemnifying Party”") as soon as possible after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claimclaim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure omission by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation negotiations or litigation relating to such Claim any third party claim or demand at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim claim or demand, and will be entitled to settle any such Claim claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification.

Assertion of Indemnification Claim. Any of Either the Seller Indemnitees or any of HRH, or the Purchaser Indemnitees under Section 5.2 and 5.3Surviving Corporation, as the case may be (an “"Indemnified Party”"), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought other (each, an “"Indemnifying Party”") as soon as possible after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claimclaim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure omission by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation negotiations or litigation relating to such Claim any third party claim or demand at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim claim or demand, and will be entitled to settle any such Claim claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification.13.5

Assertion of Indemnification Claim. Any Subject to Section 6.5, any of the Seller FMB Indemnitees or any of the Purchaser JV Corp Indemnitees under Section 5.2 and 5.36.2 or Section 6.3, as the case may be (an “Indemnified Party”), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought (each, an “Indemnifying Party”) after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim and any litigation resulting therefrom, including, without limitation, any audit by any Governmental Authority with respect to Taxes, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation or litigation relating to such Claim at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim or demand, and will be entitled to settle any such Claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party Party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification. The Parties acknowledge and agree that JV Corp shall have the right to set off any Loss with respect to which any JV Corp Indemnitee has a right to indemnification hereunder against any obligations of JV Corp under the Modified Note or, if pledged pursuant to the Stockholders Agreement, to exercise its rights with respect to the JV Corp Common Stock to satisfy any Loss with respect to which any JV Corp Indemnitee has a right to indemnification hereunder, and such rights shall in no way limit any other right or remedy available to JV Corp under this Agreement, at law or in equity, provided however, that (i) JV Corp shall not set off against the Modified Note until the Escrow Funds held by the Escrow Agent (calculated after deduction for amounts claimed with respect to then pending or unresolved matters) have been exhausted or disbursed to FMB in accordance with this Agreement and the Escrow Agreement, and (ii) JV Corp shall not exercise any rights with respect to the JV Corp Common Stock (if pledged pursuant to the Stockholders Agreement) until its set off rights against the Modified Note have been exhausted. Other than the right to set off against the balance due under the Modified Note, no JV Corp Indemnitee shall have any recourse against the holder of the Modified Note simply by virtue of the fact that such holder holds the Modified Note.

Assertion of Indemnification Claim. Any of Either the Seller Indemnitees Shareholders or any of the Purchaser Indemnitees under Section 5.2 and 5.3Parent, as the case may be (an “"Indemnified Party”"), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought other (each, an “"Indemnifying Party”") as soon as possible after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claimclaim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure omission by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation negotiations or litigation relating to such Claim any third party claim or demand at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim claim or demand, and will be entitled to settle any such Claim claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If Further, in calculating all such indemnifiable claims, the Indemnifying Party fails parties agree to give a notice disputing the validity or amount calculate such indemnities, so far as practicable, net of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Noticeany tax effects and insurance recoveries, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnificationat their net present value.

Assertion of Indemnification Claim. Any of Either the Seller Indemnitees Shareholders or any of the Purchaser Indemnitees under Section 5.2 and 5.3Parent, as the case may be (an “"Indemnified Party”"), shall give timely notice (a “Claim Notice”) to the Party from whom such indemnification is sought other (each, an “"Indemnifying Party”") as soon as possible after the Indemnified Party has actual knowledge of any claim as to which indemnification may be sought (a “Claim”) and the amount thereof, if known, and supply any other information in the possession of the Indemnified Party regarding such Claimclaim, and will permit the Indemnifying Party (at its expense) to assume the defense of any third party Claim claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such Claim claim or litigation shall be reasonably satisfactory to the Indemnified Party, and provided further that the failure omission by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is materially damaged as a result of the failure to give notice. The Indemnifying Party may settle or compromise any third party Claim claim or litigation only with the consent of the Indemnified Party which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the fact that the Indemnifying Party has assumed the defense of any third party Claim, the The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiation negotiations or litigation relating to such Claim any third party claim or demand at its own expense. In the event that the Indemnifying Party does not assume the defense of any matter which is the proper subject of indemnification as above provided, then the Indemnified Party shall have the right to defend any such third party Claim claim or demand, and will be entitled to settle any such Claim claim or demand in its discretion, all at the expense of the Indemnifying Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense. If the Indemnifying Party fails to give a notice disputing the validity or amount of a Claim (a “Claim Response”) within twenty Business Days following receipt of a Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Party may pursue whatever legal remedies may be available to recover the Losses as to which the Indemnified Party is seeking indemnification.