Common use of Certain Indemnification Procedures Clause in Contracts

Certain Indemnification Procedures. The procedures to be followed by the Buyer and the Seller with respect to indemnification hereunder regarding claims by third persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by any Buyer Indemnitee or Seller Indemnitee, as the case may be, of notice of the commencement of any action or proceeding (including, without limitation, any notice relating to a tax audit) or the assertion of any claim by a third person which the person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person (the "INDEMNIFIED PARTY") shall give a written notice of such action, proceeding or claim to the party against whom indemnification pursuant hereto is sought (the "INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, to participate in the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) the Indemnifying Party confirms and agrees, in writing, that it is obligated hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.6 or 10.7 hereof, as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate therein after such assumption, the costs of such participation following such assumption to be at its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; PROVIDED, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such action, proceeding or claim, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity therefor hereunder shall be waived. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense, (ii) the Indemnifying Party shall not have exercised its right to assume the defense or (iii) the Indemnifying Party shall have lost its right to continue the defense, the Indemnified Party shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it and approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall be entitled to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys' fees and expenses of the Indemnified Party to the extent that such fees and expenses relate to claims as to which indemnification is due under Sections 10.6 or 10.7 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action, proceeding or claim and enter into any monetary compromise or settlement; PROVIDED, HOWEVER, in the event that the Indemnified Party shall settle or compromise any action, proceeding or claim for which indemnification is due under Sections 10.6 or 10.7 hereof, as the case may be, it shall act reasonably and in good faith in doing so. (d) Both the Indemnifying Party and the Indemnified Party shall cooperate fully with one another in connection with the defense, compromise or settlement of any such action, proceeding or claim, including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Certain Indemnification Procedures. The procedures to be followed by the Buyer and the Seller with respect to indemnification hereunder regarding claims by third persons which could give rise to an indemnification obligation hereunder shall be as follows: (a) Promptly after receipt by any Buyer Indemnitee or Seller IndemniteeIf and whenever a party to this Agreement (the "Indemnified Party") shall claim indemnification under Section 10.1, as the case may be, of it shall send written notice of the commencement of any action or proceeding (including, without limitation, any notice relating same to a tax audit) or the assertion of any claim by a third person which the person receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such person other party (the "INDEMNIFIED PARTYIndemnifying Party") at such person's address set forth in Section 11.2 hereto (a "Notice of Claim"). Any such claim shall give a written be made prior to the termination of the survival period applicable to the representations and warranties as provided in Section 6.7 hereof. A Notice of Claim hereunder (which in the case of third party claims shall be delivered promptly after the Indemnified Party receives actual notice of such third party claim) shall state the basis for such claim supported by relevant information and documentation with respect thereto and the total amount claimed, and if such claim is based upon an action, proceeding or claim to by a third party, offer the party against whom indemnification pursuant hereto is sought (the "INDEMNIFYING PARTY"), setting forth in reasonable detail the nature of such action, proceeding or claim, including copies of any documents and written correspondence from such third person to such Indemnified Party. (b) The Indemnifying Party shall be entitled, at its own expense, the right to participate in (but not control) the defense of such action, proceeding or claim, and, if (i) the action, proceeding or claim involved seeks (and continues to seek) solely monetary damages, (ii) at the Indemnifying Party confirms and agrees, in writing, that it is obligated hereunder to indemnify and hold harmless the Indemnified Party with respect to such damages in their entirety pursuant to Sections 10.6 or 10.7 hereof, Party's own expense insofar as the case may be, and (iii) the Indemnifying Party shall have made provision which, in the reasonable judgment of the Indemnified Party, is adequate to satisfy any adverse judgment as a result of its indemnification obligation with respect to such action, proceeding or claim, then the Indemnifying Party shall be entitled to assume and control such defense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate therein after such assumption, the costs of such participation following such assumption to be at its own expense. Upon assuming such defense, the Indemnifying Party shall have full rights to enter into any monetary compromise or settlement which is dispositive of the matters involved; PROVIDED, that such settlement is paid in full by the Indemnifying Party and will not have any direct or indirect continuing material adverse effect upon the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such action, proceeding or claim, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity therefor hereunder shall be waived. (c) With respect to any action, proceeding or claim as to which (i) the Indemnifying Party does not have the right to assume the defense, (ii) the Indemnifying Party shall not have exercised its right to assume the defense or (iii) the Indemnifying Party shall have lost its right to continue the defense, the Indemnified Party shall assume and control the defense of and contest such action, proceeding or claim with counsel chosen by it and approved by is the Indemnifying Partybasis on which indemnity is sought. (b) Within thirty (30) days after receipt of a Notice of Claim, which approval shall not be unreasonably withheld. The the Indemnifying Party shall be entitled give written notice to participate in the defense of such action, proceeding or claim, the cost of such participation to be at its own expense. The Indemnifying Party shall be obligated to pay the reasonable attorneys' fees and expenses of the Indemnified Party as to whether it objects to or acquiesces in the claim, in whole or in part (the "Claim Response"). If the Indemnifying Party acquiesces to the claim, in whole or in part, it shall state its acquiescence, or the extent that such fees and expenses relate to claims as to which indemnification is due under Sections 10.6 or 10.7 hereof, as the case may be. The Indemnified Party shall have full rights to dispose of such action, proceeding or claim and enter into any monetary compromise or settlement; PROVIDED, HOWEVERthereof, in the event Claim Response and shall pay the claim in whole, or that part to which it acquiesces, within such thirty (30) day period. If the Indemnified Indemnifying Party objects to the claim, in whole or in part, within such thirty (30) day period, its Claim Response shall settle set forth with reasonable particularity the grounds, amount of, and basis upon which the claim is disputed. If the Indemnifying Party fails to object to the claim, in whole or compromise any actionin part, proceeding or claim for which indemnification is due under Sections 10.6 or 10.7 hereof, as within thirty (30) days after receipt of the case may beNotice of Claim, it shall act reasonably and pay the same in good faith in doing sowhole, or that portion of the claim to which it failed to object, within ten (10) days after the expiration of such thirty (30) day period. (dc) Both In the event the Indemnifying Party disputes the whole or a portion of a claim as set forth in this Section 10.2, the Indemnifying and the Indemnified Party Parties shall cooperate fully with one another in connection with the defense, compromise or settlement of any such action, proceeding or claim, including, without limitation, by making available to the other all pertinent information and witnesses meet within its control.five