Common use of Accept the Tender of the Defense With a Reservation of Rights Clause in Contracts

Accept the Tender of the Defense With a Reservation of Rights. If the Non-Tendering Party questions whether the Third Party Claim is a Proper Claim, the Non-Tendering Party may accept the tender of the defense with a reservation of rights. In such an event, the Non-Tendering Party shall submit such Third Party Claim to arbitration immediately in order to determine whether it is a Proper Claim. While the arbitration is pending, the Non-Tendering Party shall control all aspects of the defense of such Third Party Claim. If the decision of the arbitrator(s) is that it is: (A) a Proper Claim, and the Third Party Claim is still pending, the Non-Tendering Party shall continue the defense of such Third Party Claim and shall defend, indemnify and hold the Tendering Party harmless in accordance with this Article VII; (B) a Proper Claim, but the Third Party Claim has already been concluded, the Non-Tendering Party shall indemnify and hold the Tendering Party harmless in accordance with this Article VII; (C) a claim for which indemnification is not provided for pursuant to the terms of this Agreement (“Improper Claim”), and the Third Party Claim is still pending, the Non-Tendering Party shall return all aspects of the defense of such Third Party Claim immediately to the Tendering Party. In such an event, the Tendering Party shall assume the control of all aspects of the defense of such Third Party Claim immediately and shall reimburse the Non-Tendering Party for all costs and Expenses (including, but not limited to, reasonable attorneys fees) incurred by the Non-Tendering Party in the defense of such Third Party Claim; or (D) an Improper Claim, but the Third Party Claim has already been concluded, the Tendering Party shall reimburse the Non-Tendering Party for all costs and expenses (including, but not limited to reasonable attorneys fees) incurred by the Non-Tendering Party in the defense of such Third Party Claim and shall reimburse the Non-Tendering Party for all amounts paid by the Non-Tendering Party for judgments or settlements relating to such Third Party Claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Home Food Products, Inc.), Membership Interest Purchase Agreement (American Home Food Products, Inc.)

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Accept the Tender of the Defense With a Reservation of Rights. If the Non-Tendering Party questions whether the Third Party Claim is a Proper Claim, the Non-Tendering Party may accept the tender of the defense with a reservation of rights. In such an event, the Non-Tendering Party shall submit such Third Party Claim to arbitration immediately promptly in order to determine whether it is a Proper Claim. While the arbitration is pending, the Non-Tendering Party shall control all aspects of the defense of such Third Party Claim. If the decision of the arbitrator(s) is that it such Third Party Claim is: (Ai) a Proper Claim, and the Third Party Claim is still pending, the Non-Tendering Party shall continue the defense of such Third Party Claim and shall defend, indemnify and hold harmless the Tendering Party harmless in accordance with this Article VIISection 1.06; (Bii) a Proper Claim, but the Third Party Claim has already been concluded, the Non-Tendering Party shall indemnify and hold harmless the Tendering Party harmless in accordance with this Article VIISection 1.06; (Ciii) a claim for which indemnification is not provided for pursuant to the terms of this Agreement (“an Improper Claim”), and the Third Party Claim is still pending, the Non-Tendering Party shall return transfer the control of all aspects of the defense of such Third Party Claim immediately to the Tendering Party. ; (In such an event, the Tendering Party shall assume the control of all aspects of the defense of such Third Party Claim immediately and shall reimburse the Non-Tendering Party for all costs and Expenses expenses (including, but . not limited to, reasonable attorneys feesfees and related disbursements of such attorneys) incurred by the Non-Tendering Party in the defense of such Third Party Claim); or (Div) an Improper Claim, but the Third Party Claim has already been concluded, the Tendering Party shall reimburse the Non-Tendering Party for all costs and expenses (including, but not limited to to, reasonable attorneys feesfees and related disbursements of such attorneys) incurred by the Non-Tendering Party in the defense of such Third Party Claim Claim, and shall reimburse the Non-Tendering Party for all amounts paid by the Non-Tendering Party for any judgments or settlements relating to such Third Party Claim, provided any negotiated settlement shall have been approved by the Tendering Party which approval shall not be unreasonably withheld, delayed or conditioned.

Appears in 1 contract

Samples: Master Purchase Agreement (Checkpoint Systems Inc)

Accept the Tender of the Defense With a Reservation of Rights. If the Non-Tendering Party questions whether the Third Party Claim is a Proper Claim, the Non-Tendering Party may accept the tender of the defense with a reservation of rights. In such an event, the Non-Tendering Party shall submit such Third Party Claim to arbitration immediately in order to determine whether it is a Proper Claim. While the arbitration is pending, the Non-Tendering Party shall control all aspects of the defense of such Third Party Claim. If the decision of the arbitrator(s) is that it is: (A) a Proper Claim, and the Third Party Claim is still pending, the Non-Tendering Party shall continue the defense of such Third Party Claim and shall defend, indemnify and hold the Tendering Party harmless in accordance with this Article VIIVIII; (B) a Proper Claim, but the Third Party Claim has already been concluded, the Non-Tendering Party shall indemnify and hold the Tendering Party harmless in accordance with this Article VIIVIII; (C) a claim for which indemnification is not provided for pursuant to the terms of this Agreement (“Improper Claim”), and the Third Party Claim is still pending, the Non-Tendering Party shall return all aspects of the defense of such Third Party Claim immediately to the Tendering Party. In such an event, the Tendering Party shall assume the control of all aspects of the defense of such Third Party Claim immediately and shall reimburse the Non-Tendering Party for all costs and Expenses expenses (including, but not limited to, reasonable attorneys fees) incurred by the Non-Tendering NonTendering Party in the defense of such Third Party Claim; or (D) an An Improper Claim, but the Third Party Claim has already been concluded, the Tendering Party shall reimburse the Non-Tendering Party for all costs and expenses (including, but not limited to reasonable attorneys fees) incurred by the Non-Tendering NonTendering Party in the defense of such Third Party Claim and shall reimburse the Non-Tendering Party for all amounts paid by the Non-Tendering Party for judgments or settlements relating to such Third Party Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovaro, Inc.)

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Accept the Tender of the Defense With a Reservation of Rights. If the Non-Tendering Party questions whether the Third Party Claim is a Proper Claim, the Non-Tendering Party may accept the tender of the defense with a reservation of rights. In such an event, the Non-Tendering Party shall submit such Third Party Claim to arbitration immediately promptly in order to determine whether it is a Proper Claim. While the arbitration is pending, the Non-Tendering Party shall control all aspects of the defense of such Third Party Claim. If the decision of the arbitrator(s) is that it such Third Party Claim is: (Ai) a Proper Claim, and the Third Party Claim is still pending, the Non-Tendering Party shall continue the defense of such Third Party Claim and shall defend, indemnify and hold harmless the Tendering Party harmless in accordance with this Article VIISection 1.06; (Bii) a Proper Claim, but the Third Party Claim has already been concluded, the Non-Tendering Party shall indemnify and hold harmless the Tendering Party harmless in accordance with this Article VIISection 1.06; (Ciii) a claim for which indemnification is not provided for pursuant to the terms of this Agreement (“an Improper Claim”), and the Third Party Claim is still pending, the Non-Tendering Party shall return transfer the control of all aspects of the defense of such Third Party Claim immediately to the Tendering Party. ; (In such an event, the Tendering Party shall assume the control of all aspects of the defense of such Third Party Claim immediately and shall reimburse the Non-Tendering Party for all costs and Expenses expenses (including, but not limited to, reasonable attorneys feesfees and related disbursements of such attorneys) incurred by the Non-Tendering Party in the defense of such Third Party Claim); or (Div) an Improper Claim, but the Third Party Claim has already been concluded, the Tendering Party shall reimburse the Non-Tendering Party for all costs and expenses (including, but not limited to to, reasonable attorneys feesfees and related disbursements of such attorneys) incurred by the Non-Tendering Party in the defense of such Third Party Claim Claim, and shall reimburse the Non-Tendering Party for all amounts paid by the Non-Tendering Party for any judgments or settlements relating to such Third Party Claim, provided any negotiated settlement shall have been approved by the Tendering Party which approval shall not be unreasonably withheld, delayed or conditioned.

Appears in 1 contract

Samples: Master Purchase Agreement (Checkpoint Systems Inc)

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