Common use of Assumption of Defense, etc Clause in Contracts

Assumption of Defense, etc. In the event of a Third Party Claim and subject to clause (c) below, the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, may elect to assume the defense of the Third Party Claim by written notice delivered to the Indemnified Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, within thirty (30) calendar days after receiving the Indemnified Party’s notice pursuant to Section 8.5(a); provided that prior to the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, assuming control of such defense it first (x) provide the Indemnified Party with evidence that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will have the financial resources to defend against such claim and fulfill its indemnification obligations hereunder and (y) acknowledge in writing that it is obligated to indemnify the Indemnifying Parties against any Damages that may result from such Third Party Claim (including any Damages in excess of the Cap or any other limitations set forth herein). If the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, so assumes any such defense, the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, shall conduct the defense of the Third Party Claim actively and diligently. The Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, provided that such consent may be withheld or delayed for any reason if the compromise or settlement provides for any type of relief or remedy other than monetary damages or admits fault on the part of the Indemnified Party.

Assumption of Defense, etc. In The Indemnifying Person will be entitled to participate, at such Indemnifying Person’s expense, in the event defense of a any Third Party Claim and that is the subject of a notice given by the Indemnified Person pursuant to clause (c) belowSection 5.5(a). In addition, the Indemnifying Party or Person will have the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, may elect right to assume the defense of the Indemnified Person against the Third Party Claim by written notice delivered with reputable counsel reasonably satisfactory to the Indemnified Party or the Representative Person so long as (on behalf of each Seller Indemnifying Party if such persons are i) the Indemnifying Parties), as applicable, Person gives written notice to the Indemnified Person within thirty twenty (3020) calendar days after receiving the Indemnified Party’s Person has given notice pursuant to Section 8.5(a); provided that prior to of the Indemnifying Third Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, assuming control of such defense it first (x) provide the Indemnified Party with evidence Claim that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, Person will have the financial resources to defend against such claim and fulfill its indemnification obligations hereunder and (y) acknowledge in writing that it is obligated to indemnify the Indemnifying Parties Indemnified Person from and against any Damages that and all Losses the Indemnified Person may result from such suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (including any Damages subject to the limitations contained in excess this Section 5), (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (iii) the Indemnified Person has not been advised by counsel that an actual or potential conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense of the Cap Third Party Claim, (iv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (provided, that with respect to Taxes, this Section 5.5(b) shall not affect the Stockholders’ right to defend any claim of a Governmental Authority as permitted by Section 6) or any other limitations set forth herein). If criminal or regulatory enforcement Action, (v) the claim for indemnification does not relate to or arise in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (vi) the Indemnified Person does not reasonably believe that an adverse determination with respect to any Action or threatened Action in respect of the Third Party Claim could be detrimental to or injure the Indemnified Person’s reputation or future business prospects and (vii) the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, so assumes any such defense, the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, shall conduct Person conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are Claim; provided, however, that the Indemnifying Parties), as applicable, shall not compromise or settle such Person will pay the fees and expenses of a single co-counsel retained by the Indemnified Person (y) that are incurred prior to the Indemnifying Person’s assumption of control of the defense of the Third Party Claim Claim, or consent to entry of any judgment in respect thereof without the prior written consent of (z) if the Indemnified Party, which consent shall not be unreasonably withheld or delayed, provided Person has been advised by counsel that such consent may be withheld or delayed for any reason if the compromise or settlement provides for any type a reasonable likelihood exists of relief or remedy other than monetary damages or admits fault on the part a conflict of interest between the Indemnified PartyPerson and Indemnifying Person.

Assumption of Defense, etc. In The Indemnifying Person will be entitled to participate in the event defense of any Third Party Claim that is the subject of a notice given by the Indemnified Person pursuant to Section 8.6.1. In addition, the Indemnifying Person will have the right to defend the Indemnified Person against the Third Party Claim with counsel satisfactory to the Indemnified Person so long as (a) the Indemnifying Person gives written notice to the Indemnified Person within fifteen days after the Indemnified Person has given notice of the Third Party Claim that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (b) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have adequate financial resources to defend against the Third Party Claim and subject to clause fulfill its indemnification obligations hereunder, (c) belowthe Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (d) the Indemnified Person has not been advised by counsel that an actual or potential conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action, (f) settlement of, an adverse judgment with respect to or the Representative (on behalf Indemnifying Person’s conduct of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, may elect to assume the defense of the Third Party Claim by written notice delivered is not, in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Party Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the Representative conduct of its business) and (on behalf of each Seller Indemnifying Party if such persons are g) the Indemnifying Parties), as applicable, within thirty (30) calendar days after receiving the Indemnified Party’s notice pursuant to Section 8.5(a); provided that prior to the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, assuming control of such defense it first (x) provide the Indemnified Party with evidence that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will have the financial resources to defend against such claim and fulfill its indemnification obligations hereunder and (y) acknowledge in writing that it is obligated to indemnify the Indemnifying Parties against any Damages that may result from such Third Party Claim (including any Damages in excess of the Cap or any other limitations set forth herein). If the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, so assumes any such defense, the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, shall conduct Person conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are Claim; provided, however, that the Indemnifying Parties), as applicable, shall not compromise or settle such Person will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Person that are incurred prior to the Indemnifying Person’s assumption of control of the defense of the Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, provided that such consent may be withheld or delayed for any reason if the compromise or settlement provides for any type of relief or remedy other than monetary damages or admits fault on the part of the Indemnified PartyClaim.

Assumption of Defense, etc. In the Promptly, but in any event of a Third Party Claim and subject to clause (c) below, the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, may elect to assume the defense of the Third Party Claim by written notice delivered to the Indemnified Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, within no later than thirty (30) calendar days days, after receiving receipt by an Indemnifying Person of a Claim Notice, such Indemnifying Person may, at its option, assume and control the defense and prosecution of the Covered Claim with counsel of its choice, which, if such counsel is not Xxxx Xxxxx and/or Xxxxxxxxx & Malsh P.C., shall be satisfactory to the Buyer (such consent not to be unreasonably withheld, conditioned or delayed), by delivering written notice to the Buyer within such thirty (30) day period acknowledging that the Buyer Indemnified Party’s notice Persons are entitled to indemnification pursuant to Section 8.5(a)8.2 with respect to such Covered Claim; provided that prior no Indemnifying Person shall be permitted to assume and control the defense of any Covered Claim (but may participate, at its own expense, in the defense of such Covered Claim) if (i) such Covered Claim involves a criminal claim, (ii) such Covered Claim seeks an injunction or other equitable relief against any Buyer Indemnified Person or its business, or (iii) a Buyer Indemnified Person has been advised by counsel that such Covered Claim involves a conflict or potential conflict between such Buyer Indemnified Person and an Indemnifying Person in connection with the defense of such Covered Claim (other than solely the existence of the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, assuming control of such defense it first (x) provide the Indemnified Party with evidence that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, will have the financial resources to defend against such claim and fulfill its indemnification obligations hereunder and (y) acknowledge in writing that it is obligated Persons’ obligation to indemnify the Indemnifying Parties against any Damages that may result from such Third Party Claim Buyer Indemnified Persons hereunder) (including any Damages the limitations in excess of the Cap or any other limitations set forth hereinforegoing subclauses (i)-(iii), the “Assumption Limitations”). If no Assumption Limitations are implicated, and the Indemnifying Party or Person elects to assume and control the Representative (on behalf defense and prosecution of each Seller Indemnifying Party if such Persons are a Covered Claim, the Buyer Indemnified Persons, at the expense of the Indemnifying PartiesPersons (which shall not include any costs or expenses for any internal time of any employee, officer, director of the Company or any of the Company Subsidiaries), as applicableshall reasonably cooperate in the compromise of, so assumes or defense against, such Covered Claim. Any Buyer Indemnified Person shall have the right to employ separate counsel in any such defenseaction or claim and to participate in (but not control) the defense and prosecution thereof either (i) at its own expense or (ii) at the Indemnifying Persons’ cost and expense if (A) the employment of such counsel has been specifically authorized in writing by any Indemnifying Person or (B) in the reasonable opinion of counsel to any Buyer Indemnified Person, a conflict or potential conflict exists between any Buyer Indemnified Person and any Indemnifying Persons that would make such separate representation required by applicable professional responsibility rules (provided that, in the case of subclauses (ii), the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such Persons are the Indemnifying Parties), as applicable, shall conduct the defense of the Third Party Claim actively and diligently. The Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedliable for the fees and expenses of more than one firm of counsel for all of the Buyer Indemnified Persons, provided that such consent may be withheld or delayed for any reason if the compromise or settlement provides for any type of relief or remedy other than monetary damages local counsel, in any action or admits fault on the part claim or group of the Indemnified Partyrelated actions or claims).