Common use of Procedure for Third Party Claims Clause in Contracts

Procedure for Third Party Claims. (a) In the event a claim arises that is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 written notice shall be promptly given by the party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that the other party is prejudiced by such delay or failure in its attempt to mitigate or resolve such claim. (b) Provided that the indemnifying party admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 the indemnifying party shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the indemnifying party; provided, however, that the indemnifying party may not effect any settlement that could result in any cost, expense or liability to the party seeking indemnification or subject the party seeking indemnification to other than monetary damages unless such party consents in writing prior to such settlement and the indemnifying party agrees to indemnify such party therefor. The party seeking indemnification may select counsel to participate in any defense, in which event counsel for the party seeking indemnification shall be at the sole cost and expense of such party. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another and shall cause the Partnership to cooperate in connection with the defense, compromise, or settlement of any such claim or action, including without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Buyer Indemnitee of actual Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence from the party asserting such claim or initiating such action. The indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event a claim arises that is covered the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the indemnity provisions party seeking indemnification, which approval shall not be unreasonably withheld. (b) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of Sections 9.2and contest such action with counsel chosen by it and approved by the indemnifying party, 9.3 or 9.5 written notice which approval shall not be unreasonably withheld. The indemnifying party shall be promptly given by entitled to participate in the defense of such action, 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 party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that such fees and expenses related to claims as to which indemnification is payable under Sections 6.2 or 6.3, as such expenses are incurred and in the other party is prejudiced by case of a Buyer Indemnitee seeking such delay or failure in its attempt to mitigate or resolve indemnification, such claim. (b) Provided that the indemnifying party admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 the indemnifying party Buyer Indemnitee shall have the right right, exercisable with notice to contest and defend by all appropriate legal proceedings such claim and Seller, to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense request payment of the indemnifying party; provided, however, that amount of such indemnity claim against the indemnifying party may not effect any settlement that could result Seller's Indemnification Escrow in any cost, expense or liability to accordance with the party seeking indemnification or subject provisions of the party seeking indemnification to other than monetary damages unless such party consents in writing prior to such settlement and the indemnifying party agrees to indemnify such party thereforEscrow Agreement. The party seeking indemnification may select counsel shall have full rights to participate in any defense, in which event counsel for the party seeking indemnification shall be at the sole cost and expense dispose of such partyaction and enter into any monetary compromise or settlement. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another and shall cause the Partnership to cooperate in connection with the defense, compromise, or settlement of any such claim or action, including including, without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Purchaser Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event a claim arises that is covered the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the indemnity provisions party seeking indemnification, which approval shall not be unreasonably withheld. (b) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of Sections 9.2and contest such action with counsel chosen by it and approved by the indemnifying party, 9.3 or 9.5 written notice which approval shall not be unreasonably withheld. The indemnifying party shall be promptly given by entitled to participate in the defense of such action, 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 party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that the other party such fees and expenses related to claims as to which indemnification is prejudiced by payable under Sections 6.2 or 6.3, as such delay or failure in its attempt to mitigate or resolve such claim. (b) Provided that the indemnifying party admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 the indemnifying party shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the indemnifying party; provided, however, that the indemnifying party may not effect any settlement that could result in any cost, expense or liability to the party seeking indemnification or subject the party seeking indemnification to other than monetary damages unless such party consents in writing prior to such settlement and the indemnifying party agrees to indemnify such party therefor. The party seeking indemnification may select counsel to participate in any defense, in which event counsel for the party seeking indemnification shall be at the sole cost and expense of such partyexpenses are incurred. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another and shall cause the Partnership to cooperate in connection with the defense, compromise, or settlement of any such claim or action, including including, without limitation, by making available to the other all pertinent information and witnesses within its control. (d) No indemnified party shall have the right to settle any action brought against it without the consent of the indemnifying party. The indemnifying party shall have the right to settle any action brought against an indemnified party as long as the indemnified party has been delivered a complete release as a condition of the settlement.

Procedure for Third Party Claims. (a) In the event a claim arises that is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 9.5, written notice shall be promptly given by the party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that the other party is prejudiced by such delay or failure in its attempt to mitigate or resolve such claim. . (b) Provided that the indemnifying party admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 9.5, the indemnifying party shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the indemnifying party; provided, however, that the indemnifying party may not effect any settlement that could result in any cost, expense or liability to the party seeking indemnification or subject the party seeking indemnification to other than monetary damages unless such party consents in writing prior to such settlement and the indemnifying party agrees to indemnify such party therefor. The party seeking indemnification may select counsel to participate in any defense, in which event counsel for the party seeking indemnification shall be at the sole cost and expense of such party. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another and shall cause the Partnership to cooperate in connection with the defense, compromise, or settlement of any such claim or action, including without limitation, by making available to the other all pertinent information and witnesses within its control.

Procedure for Third Party Claims. (a) In Notice to the event indemnifying party shall be given promptly after receipt by Seller or the Company Indemnitee of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim arises that is covered by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the indemnity provisions party seeking indemnification, which approval shall not be unreasonably withheld. (b) For actions where the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of Sections 9.2and contest such action with counsel chosen by it and approved by the indemnifying party, 9.3 or 9.5 written notice which approval shall not be unreasonably withheld. The indemnifying party shall be promptly given by entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that the other party such fees and expenses relate to claims as to which indemnification is prejudiced by payable under Sections 6.2 or 6.3, as such delay or failure in its attempt to mitigate or resolve such claim. (b) Provided that the indemnifying party admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 the indemnifying party shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the indemnifying party; provided, however, that the indemnifying party may not effect any settlement that could result in any cost, expense or liability to the party seeking indemnification or subject the party seeking indemnification to other than monetary damages unless such party consents in writing prior to such settlement and the indemnifying party agrees to indemnify such party therefor. The party seeking indemnification may select counsel to participate in any defense, in which event counsel for the party seeking indemnification shall be at the sole cost and expense of such partyexpenses are incurred. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another and shall cause the Partnership to cooperate in connection with the defense, compromise, or settlement of any such claim or action, including including, without limitation, by making available to the other all pertinent information and witnesses within its control. (d) No indemnified party shall have the right to settle any action brought against it without the consent of the indemnifying party. The indemnifying party shall have the right to settle any action brought against an indemnified party as long as the indemnified party has been delivered a complete release as a condition of the settlement.

Procedure for Third Party Claims. (a) In Notice to the event indemnifying party shall be given promptly after receipt by MIT, Cimerman or HMLF of actual knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim arises that is covered by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the indemnity provisions party seeking indemnification, which approval shall not be unreasonably withheld. (b) For actions where the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of Sections 9.2, 9.3 or 9.5 written notice and contest such action. The indemnifying party shall be promptly given by entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that the other party such fees and expenses relate to claims as to which indemnification is prejudiced by payable under this Agreement, as such delay or failure in its attempt to mitigate or resolve such claim. (b) Provided that the indemnifying party admits in writing to the party seeking indemnification that such claim is covered by the indemnity provisions of Sections 9.2, 9.3 or 9.5 the indemnifying party shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the indemnifying party; provided, however, that the indemnifying party may not effect any settlement that could result in any cost, expense or liability to the party seeking indemnification or subject the party seeking indemnification to other than monetary damages unless such party consents in writing prior to such settlement and the indemnifying party agrees to indemnify such party therefor. The party seeking indemnification may select counsel to participate in any defense, in which event counsel for the party seeking indemnification shall be at the sole cost and expense of such partyexpenses are incurred. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another and shall cause the Partnership to cooperate in connection with the defense, compromise, or settlement of any such claim or action, including including, without limitation, by making available to the other all pertinent information and witnesses within its control. (d) No indemnified party shall have the right to settle any action brought against it without the consent of the indemnifying party, unless the indemnifying party does not assume the defense and control of such action. The indemnifying party shall be responsible for the costs of such settlement. The indemnifying party shall have the right to settle any action brought against an indemnified party as long as the indemnified party has been delivered a complete release as a condition of the settlement.