Common use of Assistance for Third Party Claims Clause in Contracts

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense of any Third Party Claim (the “Defending Party”), (i) those employees whose assistance, testimony and presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and (ii) all documents, records and other materials in the possession of such party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 3 contracts

Samples: Concession and Lease Agreement, Concession Agreement, Concession Agreement

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Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense of any Third Party Claim (the “Defending Party”), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate cooperate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 2 contracts

Samples: Share Purchase Agreement (SPS Commerce Inc), Share Purchase Agreement (Imperial Parking Corp)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the “Defending Party”), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate cooperate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Purchase Agreement (Omega Protein Corp)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the “Defending Party”), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- co-operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Purchase Agreement (Harris Interactive Inc)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the “Defending Party”), (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, subject to confidentiality and solicitor-client privilege, and shall otherwise co- co operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available available, and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Acquisition Agreement (Endeavour Silver Corp)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the “Defending Party”), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- co-operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Transfer Agreement (Ign Entertainment Inc)

Assistance for Third Party Claims. The Indemnifier Indemnitor and the Indemnified Party Indemnitee will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the “Defending Party”), , (ia) those employees and other persons whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate cooperate with the Defending Party. The Indemnifier Indemnitor shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees or other persons made available by the Indemnified Party Indemnitee to the Indemnifier Indemnitor hereunder, which expense shall not exceed the actual cost to the Indemnified Party Indemnitee associated with such employeesemployees and other persons.

Appears in 1 contract

Samples: Acquisition Agreement (Team Inc)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense of any Third Party Claim (the “Defending Party”), (i) those employees whose assistance, testimony and presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and (ii) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- co-operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Concession and Lease Agreement

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the "Defending Party"), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- co-operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Purchase Agreement (Sepracor Inc /De/)

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Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party party which is undertaking and controlling the defense of any Third Party Claim (the "Defending Party”), "): (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate cooperate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Purchase Agreement (Jag Media Holdings Inc)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts Reasonable Efforts to make available to the Party which is undertaking and controlling the defense of any Third Party Claim (the “Defending Party”), ) (i) those employees whose assistance, testimony and presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, Claim and (ii) to the extent permitted by Law, all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate cooperate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Lease Agreement (Southeast Airport Group)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling the defense of any Third Party Claim (the “Defending Party”), (i) those employees whose assistance, testimony and presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and (ii) all documents, records and other materials in the possession of such party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- co-operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Concession and Lease Agreement

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defense defence of any Third Party Claim (the “Defending Party”), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party Party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- co-operate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with making such employeesemployees available.

Appears in 1 contract

Samples: Asset Purchase Agreement (Image Sensing Systems Inc)

Assistance for Third Party Claims. The Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party party which is undertaking and controlling the defense of any Third Party Claim (the "Defending Party"), , (ia) those employees whose assistance, testimony and or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim, and ; and (iib) all documents, records and other materials in the possession of such party reasonably required by the Defending Party for its use in defending any Third Party Claim, and shall otherwise co- operate cooperate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Purchase Agreement (RSL Communications LTD)

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