Common use of Provisions Regarding Indemnification Clause in Contracts

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in at its own expense, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent and Purchaser shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.

Provisions Regarding Indemnification. (a) The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any third-party claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 Sections 10.1 or 7.2 10.2 (a “Third Party Claim”), but in no event later than ten (10) Business Days after receiving notice of this Agreement andsuch Third Party Claim; provided, if however, that the failure to so notify the indemnifying party will not relieve the indemnifying party from liability hereunder in respect of such claim except to the extent the indemnifying party is prejudiced as a result of such failure, including where failure results in losses to the indemnifying party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such claim, demand, action . Such notice shall specify facts reasonably known to the indemnified party (or proceeding is a third party claim, demand, action or proceeding, the parties) giving rise to such indemnity rights. The indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The If the indemnifying party elects not to assume the defense or fails to notify the indemnified party, within ten (10) Business Days after delivery of the indemnified party’s notice of such Third Party Claim (which period shall toll during any period in which the indemnified party is in breach of Section 6.17 in respect of such claim), that it will assume the defense, then the indemnified party may employ counsel reasonably satisfactory to the indemnifying party to represent or defend it against any such Third Party Claim and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, however, that the indemnifying party shall not, in connection with any legal proceeding or any separate but substantially similar legal proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified persons, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such legal proceeding. If the indemnifying party does assume the defense of such Third Party Claim, the indemnifying party shall have no obligation in respect of the indemnified party’s expenses; provided, that the indemnified party shall have the right to participate in in, at its own expense, but not control, the defense of any such third party claim, demand, action or proceedingThird Party Claim. In connection with any such third party claimThird Party Claim, demand, action or proceeding, Parent and Purchaser the Parties shall cooperate with each otherother in good faith, in such manner to preserve in full (to the extent possible) the confidentiality of all business records and the attorney-client, work-product and any other potentially applicable privileges and to render each other assistance as they may reasonably require. No such third party claim, demand, action or proceeding Third Party Claim shall be settled (i) without the prior written consent of the indemnifying party and (ii) without the prior written consent of the indemnified party unless such settlement provides for no relief other than the payment of monetary damages for which the relevant indemnified parties will be indemnified in full; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: : (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding Third Party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater than the amount of the proposed settlement. (b) To the extent a dispute exists between the indemnified party (or parties) and the applicable indemnifying party (or parties), with respect to a claim for which indemnification will or may be sought under Sections 10.1 or 10.2 (but excluding Third Party Claims) (a “Direct Claim”), the indemnified party shall give written notice (“Direct Claim Notice”) to the indemnifying party. Such notice shall specify the facts reasonably known to the indemnified party (or parties) giving rise to such indemnity rights. If the indemnifying party, within thirty (30) days after the delivery of the Direct Claim Notice by such indemnified party, shall not give written notice to such indemnified party announcing such indemnifying party’s intent to contest such assertion by the indemnified party, such assertion shall be deemed accepted and the amount of such claim shall be deemed a valid claim and the indemnifying party shall promptly pay (except as provided in Section 10.5, and subject to the limitations of Section 10.6) the amount of such claim to the indemnified party. If the indemnifying party, within thirty (30) days after the delivery of the Direct Claim Notice by such indemnified party, shall give notice that it contests such assertion by the indemnified party, such dispute shall be resolved in accordance with this Agreement.

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 6.1 or 7.2 6.2 of this Agreement (which notice shall state with reasonable specificity the subject matter of and basis for such claim, and a good faith estimate of the amount in dispute) and provide all pleading and other documentation relating to such claim, demand, action or proceeding, and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The At its own expense, the indemnified party shall have the right to participate in at its own expensein, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent Seller, the Stockholders and the Purchaser shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party party; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.party

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 6.1 or 7.2 6.2 of this Agreement and provide all pleading and other documentation relating to such claim, demand, action or proceeding, and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The At its own expense, the indemnified party shall have the right to participate in at its own expensein, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent Seller, Shareholder, PRGUSA and Purchaser PRGX shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party party; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in at its own expense, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent the Major Shareholders, Purchaser and Purchaser Newco shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. Additional provisions relating to notification of Section 7.1 Indemnification Claims are set forth in the Indemnity Escrow Agreement.

Provisions Regarding Indemnification. (a) The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any third-party claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 Sections 10.1 or 7.2 10.2 (a “Third Party Claim”), but in no event later than ten (10) Business Days after receiving notice of this Agreement andsuch Third Party Claim; provided, if however, that the failure to so notify the indemnifying party will not relieve the indemnifying party from liability hereunder in respect of such claim except to the extent the indemnifying party is prejudiced as a result of such failure, including where failure results in losses to the indemnifying party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such claim, demand, action . Such notice shall specify facts reasonably known to the indemnified party (or proceeding is a third party claim, demand, action or proceeding, the parties) giving rise to such indemnity rights. The indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The If the indemnifying party elects not to assume the defense or fails to notify the indemnified party, within ten (10) Business Days after delivery of the indemnified party’s notice of such Third Party Claim (which period shall toll during any period in which the indemnified party is in breach of Section 6.17 in respect of such claim), that it will assume the defense, then the indemnified party may employ counsel reasonably satisfactory to the indemnifying party to represent or defend it against any such Third Party Claim and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, however, that the indemnifying party shall not, in connection with any legal proceeding or any separate but substantially similar legal proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified persons, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such legal proceeding. If the indemnifying party does assume the defense of such Third Party Claim, the indemnifying party shall have no obligation in respect of the indemnified party’s expenses; provided, that the indemnified party shall have the right to participate in in, at its own expense, but not control, the defense of any such third party claim, demand, action or proceedingThird Party Claim. In connection with any such third party claimThird Party Claim, demand, action or proceeding, Parent and Purchaser the Parties shall cooperate with each otherother in good faith, in such manner to preserve in full (to the extent possible) the confidentiality of all business records and the attorney-client, work-product and any other potentially applicable privileges and to render each other assistance as they may reasonably require. No such third party claim, demand, action or proceeding Third Party Claim shall be settled (i) without the prior written consent of the indemnifying party and (ii) without the prior written consent of the indemnified party unless such settlement provides for no relief other than the payment of monetary damages for which the relevant indemnified parties will be indemnified in full; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: : (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingThird Party Claim; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding Third Party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Third Party Claim is greater than the amount of the proposed settlement.. 55 (b) To the extent a dispute exists between the indemnified party (or parties) and the applicable indemnifying party (or parties), with respect to a claim for which indemnification will or may be sought under Sections 10.1 or 10.2 (but excluding Third Party Claims) (a “Direct Claim”), the indemnified party shall give written notice (“Direct Claim Notice”) to the indemnifying party. Such notice shall specify the facts reasonably known to the indemnified party (or parties) giving rise to such indemnity rights. If the indemnifying party, within thirty (30) days after the delivery of the Direct Claim Notice by such indemnified party, shall not give written notice to such indemnified party announcing such indemnifying party’s intent to contest such assertion by the indemnified party, such assertion shall be deemed accepted and the amount of such claim shall be deemed a valid claim and the indemnifying party shall promptly pay (except as provided in Section 10.5, and subject to the limitations of Section 10.6) the amount of such claim to the indemnified party. If the indemnifying party, within thirty (30) days after the delivery of the Direct Claim Notice by such indemnified party, shall give notice that it contests such assertion by the indemnified party, such dispute shall be resolved in accordance with this Agreement. 10.4

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 6.1 or 7.2 6.2 of this Agreement and provide all pleading and other documentation relating to such claim, demand, action or proceeding, and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The At its own expense, the indemnified party shall have the right to participate in at its own expensein, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent Seller, Purchaser and Purchaser Ameritech shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party party; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in at its own expense, but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent The Seller Parties and Purchaser shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party party; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) then the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel counsel, chosen by the indemnifying party, and who shall be reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in (at its own expense), but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent the Stockholder and Purchaser IMNET shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party promptly, and in any event, within thirty (or parties30) days of any claim, demand, action or proceeding for which indemnification will shall or may be sought under Section 7.1 or 7.2 of this Agreement (a "Claim") notify the indemnifying party (or parties) of 39 such Claim specifying the factual basis of such Claim with reasonable detail to the extent then known by the party seeking indemnification, and, if such claim, demand, action or proceeding Claim is a third party claim, demand, action or proceedingClaim, the indemnifying party will shall have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in in, at its own expense, but not control, the defense of any such third party claim, demand, action or proceedingClaim. In connection with any such third party claimClaim, demand, action or proceeding, Parent the Stockholders and Purchaser Interland shall cooperate with each other. No such third party claim, demand, action or proceeding Claim shall be settled without the prior written consent of the indemnified party party; provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) then the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceedingClaim; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding Claim is greater than the amount of the proposed settlement.

Provisions Regarding Indemnification. The indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any claim, demand, action or proceeding for which indemnification will or may be sought under Section 7.1 or 7.2 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in (at its own expense), but not control, the defense of any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Parent the Stockholders, IMNET and Purchaser the Surviving Corporation shall cooperate with each other. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding (which offer does not involve the admission of guilt or wrongdoing by any indemnified party) and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement.