Common use of Assumption of Claim Clause in Contracts

Assumption of Claim. If Indemnitor assumes the Claim, Claimant may at his sole cost and expense retain counsel of its own choosing, and (subject to negotiation of a joint defense agreement) Indemnitor will share relevant information with Claimant’s counsel and consult with it as to disposition of the Claim. However, Indemnitor will retain ultimate control over the defense or settlement of the Claim (in which the Claimant will cooperate), with the proviso that Indemnitor may not without Claimant’s consent agree to the entry of any order for non-monetary relief which will be binding on Claimant, its assets or operations. Each party as a potential Claimant agrees that it will make available to any Indemnitor all of his relevant books and records and will, at the Indemnitor’s request and expense, reasonably cooperate (and cause his officers, directors and employees to cooperate) with the Indemnitor in the defense of the Claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Valiant Health Care, Inc.), Asset Purchase Agreement (Willing Holding, Inc.)

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Assumption of Claim. If Indemnitor assumes the Claim, Claimant may at his sole cost and expense retain counsel of its own choosing, and (subject to negotiation of a joint defense agreement) Indemnitor will share relevant information with Claimant’s 's counsel and consult with it as to disposition of the Claim. However, Indemnitor will retain ultimate control over the defense or settlement of the Claim (in which the Claimant will cooperate), with the proviso that Indemnitor may not without Claimant’s 's consent agree to the entry of any order for non-monetary relief which will be binding on Claimant, its assets or operations. Each party as a potential Claimant agrees that it will make available to any Indemnitor all of his relevant books and records and will, at the Indemnitor’s 's request and expense, reasonably cooperate (and cause his officers, directors and employees to cooperate) with the Indemnitor in the defense of the Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (U S Plastic Lumber Corp)

Assumption of Claim. If Indemnitor assumes the Claim, Claimant may at his his/her/its sole cost and expense retain counsel of its own choosing, and (subject to negotiation of a joint defense agreement) Indemnitor will share relevant information with Claimant’s counsel and consult with it as to disposition of the Claim. However, Indemnitor will retain ultimate control over the defense or settlement of the Claim (in which the Claimant will cooperate), with the proviso that Indemnitor may not without Claimant’s consent agree to the entry of any order for non-monetary relief which will be binding on Claimant, its assets or operations. Each party as a potential Claimant agrees that it will make available to any Indemnitor all of his his/her/its relevant books and records and will, at the Indemnitor’s request and expense, reasonably cooperate (and cause his his/her/its officers, directors and employees to cooperate) with the Indemnitor in the defense of the Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sierra Resource Group Inc)

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Assumption of Claim. If Indemnitor assumes the Claim, Claimant may at his its sole cost and expense retain counsel of its own choosing, and (subject to negotiation of a joint defense agreement) Indemnitor will share relevant information with Claimant’s 's counsel and consult with it him as to disposition of the Claim. However, Indemnitor will retain ultimate control over the defense or settlement of the Claim (in which the Claimant will cooperate), with the proviso that Indemnitor may not without Claimant’s 's consent (which shall not be unreasonably withheld) agree to the entry of any order for non-monetary relief which will be binding on Claimant, its assets or operations. Each party as a potential Claimant agrees that it will make available to any Indemnitor all of his its relevant books and records and will, at the Indemnitor’s 's request and expense, reasonably cooperate (and cause his its officers, directors and employees to cooperate) with the Indemnitor in the defense of the Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (WHX Corp)

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