Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. In the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. In the event a claim, demand or legal proceeding arises in connection with events or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claim, the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such notice.

Indemnification Procedure for Third Party Claims. In Except as otherwise provided herein, in the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall be entitled to assume the defense thereof, at the Indemnitor's sole expense. If the Indemnitor assumes the defense of any legal proceeding, it will have not settle the absolute right after legal proceeding, it will not settle the receipt legal proceeding without the prior written consent of noticethe Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigations, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its option own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at its own expensethe expense of the Indemnitor, to be represented by counsel assume the defense of its choice, and to defend against, negotiate, settle or otherwise deal with any the legal proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that in any event the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any not settle such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other partyIndemnitor, such which consent shall not to be unreasonably withheldwithheld or delayed. In the event As used herein, a claim"legal proceeding" includes any judicial, demand administrative or legal arbitral action, suit, proceeding arises in connection with events (public or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claimprivate), the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such noticegovernmental proceeding.

Indemnification Procedure for Third Party Claims. In Except as otherwise provided herein, in the event of the assertion of a claim or the initiation of any legal proceeding Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall be entitled to assume the defense thereof, at the Indemnitor's sole expense. If the Indemnitor assumes the defense of any Legal Proceeding, it will have not settle the absolute right after Legal Proceeding without the receipt prior written consent of noticethe Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Legal Proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its option own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.5 hereof, the Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any Legal Proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at its own expensethe expense of the Indemnitor, to be represented by counsel assume the defense of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunderthe Legal Proceeding; provided, however, that the Indemnitee may participate in any not settle such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding Legal Proceeding without the consent of the other partyIndemnitor, such which consent shall not to be unreasonably withheld. In the event a claim, demand withheld or legal proceeding arises in connection with events or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claim, the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such noticedelayed.

Indemnification Procedure for Third Party Claims. In the event of any Indemnity Claim brought by a third party on or prior to the assertion fourth anniversary of a claim the Closing, Indemnitor shall promptly notify the Indemnitee of such Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstance under which it arose, and the amount of the liability asserted against the Indemnitee by reason of the Indemnity Claim. Within ten (10) business days of the receipt of such notice (or sooner if the nature of the Indemnity Claim so requires) the Indemnitor shall notify the Indemnitee of its intent to compromise or defend such Indemnity Claim or to Contest. Any Contest shall be governed by the provisions of Section 9.4 herein. The Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any such Indemnity Claim. If the Indemnitor elects to compromise or defend such Indemnity Claim, the Indemnitee shall cooperate, at the expense of the Indemnitor, in the compromise of, or defense against, such Indemnitee Claim. If the Indemnitor fails to notify the Indemnitee of its election as herein provided or loses the Contest as provided in Section 9.4 herein, the Indemnitee may pay, compromise or defend such Indemnity Claim. Except as otherwise provided herein, in the event of the initiation of any legal proceeding Indemnity Claim against an Indemnitee by a third partyparty and the Indemnitor elects to compromise or defend, the Indemnitor will shall have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. In the event a claim, demand or legal proceeding arises in connection with events or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claim, the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such notice.and

Indemnification Procedure for Third Party Claims. In Except as otherwise provided herein, in the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall be entitled to assume the defense thereof, at the Indemnitor's sole expense. If the Indemnitor assumes the defense of any legal proceeding, it will have not settle the absolute right after legal proceeding without the receipt prior written consent of noticethe Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any legal proceeding and my appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its option own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 10.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at its own expensethe expense of the Indemnitor, to be represented by counsel assume the defense of its choice, and to defend against, negotiate, settle or otherwise deal with any the legal proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that in any event the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any not settle such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other partyIndemnitor, such which consent shall not to be unreasonably withheldwithheld or delayed. In the event As used herein, a claim"legal proceeding" includes any judicial, demand administrative or legal arbitral action, suit, proceeding arises in connection with events (public or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claimprivate), the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such noticegovernmental proceeding.

Indemnification Procedure for Third Party Claims. In Except as otherwise provided herein, in the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall be entitled to assume the defense thereof, at the Indemnitor's sole expense. If the Indemnitor assumes the defense of any legal proceeding, it will have not settle the absolute right after legal proceeding, it will not settle the receipt legal proceeding without the prior written consent of noticethe Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigations, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its option and at its own expensecost, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any investigation, trial and defense of such legal proceeding with counsel controlled by the Indemnitor and any appeal arising therefrom. If after receipt of its choice and at its expense. The parties hereto agree a written notice pursuant to cooperate fully with each other in connection with Section 10.4 hereof, the defense, negotiation or settlement of Indemnitor does not undertake to defend any such legal proceeding, claim the Indemnitee may, but shall have no obligation to, contest or demand. To the extent defend against any legal proceeding and the Indemnitor elects not to defend such proceeding, claim or demand, and shall be bound by the result obtained with respect thereto by the Indemnitee defends against (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or otherwise deals more legal defenses available to the Indemnitee that conflict with any such proceeding, claim or demandthose available to the Indemnitor, the Indemnitee may retain counselshall have the right, at the expense of the Indemnitor's expense, and control to assume the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such legal proceeding without the consent of the other partyIndemnitor, such which consent shall not to be unreasonably withheldwithheld or delayed. In the event As used herein, a claim"legal proceeding" includes any judicial, demand administrative or legal arbitral action, suit, proceeding arises in connection with events (public or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claimprivate), the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such noticegovernmental proceeding.

Indemnification Procedure for Third Party Claims. In Except as otherwise provided herein, in the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor shall be entitled to assume the defense thereof, at the Indemnitor's sole expense. If the Indemnitor assumes the defense of any legal proceeding, it will have not settle the absolute right after legal proceeding without the receipt prior written consent of noticethe Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counter claims). The Indemnitee may, at its option own cost, participate in any investigation, trial and defense of such legal proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnitor does not undertake to defend any such legal proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any legal proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at its own expensethe expense of the Indemnitor, to be represented by counsel assume the defense of its choice, and to defend against, negotiate, settle or otherwise deal with any the legal proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that in any event the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any not settle such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other partyIndemnitor, such which consent shall not to be unreasonably withheldwithheld or delayed. In the event As used herein, a claim"legal proceeding" includes any judicial, demand administrative or legal arbitral action, suit, proceeding arises in connection with events (public or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claimprivate), the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such noticegovernmental proceeding.