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 defence of any Third Party Claim (the "Defending Party"): (a) those employees whose assistance, testimony or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim; and (b) 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 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: Asset Purchase Agreement (Trackpower Inc)

AutoNDA by SimpleDocs

Assistance for Third Party Claims. The Indemnifier Indemnifying Party and the Indemnified Party will shall use all reasonable efforts to make available to the Party party which is undertaking and controlling the defence of any Third Party Claim (the "Defending Party"): (a) 6. 5.1 those employees whose assistance, testimony or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim; and (b) 6. 5.2 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 with the Defending Party. The Indemnifier Indemnifying Party 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 Indemnifying Party hereunder, which expense expenses shall not exceed the actual out-of-pocket cost to the Indemnified Party associated with such employeesemployees (excluding normal salaries, wages and benefits).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alliance Data Systems Corp)

Assistance for Third Party Claims. The Indemnifier Indemnitor and the Indemnified Party will use all reasonable efforts to make available to the Party party which is undertaking and controlling the defence of any Third Party Claim (the "Defending Party"): ): (a) those employees whose assistance, testimony or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim; and ; (b) 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 ; and (c) 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 made available by the Indemnified Party to the Indemnifier Indemnitor hereunder, which expense expenses shall not exceed the actual out-of-pocket cost to the Indemnified Party associated with such employeesemployees (excluding normal salaries, wages and benefits).

Appears in 1 contract

Samples: Share Purchase Agreement (Stride Rite Corp)

AutoNDA by SimpleDocs

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 defence of any Third Party Claim (the "β€œDefending Party"): ”): (a) those Those employees whose assistance, testimony or presence is necessary to assist the Defending Party in evaluating and in defending any Third Party Claim; and and (b) all 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, (excluding their salary and other advantages or consideration payable under their employment agreement), which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.

Appears in 1 contract

Samples: Share Purchase Agreement (Universal American Financial Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!