Common use of Claims Under Vendors' Indemnity Clause in Contracts

Claims Under Vendors' Indemnity. If any claim is made by any Person against the Purchasers in respect of which the Purchasers may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to the indemnity obligations of the Vendor as provided in Section 10.1 hereof, the Purchasers will notify the Vendor as soon as reasonably practicable of the nature of such claim and the Vendor will be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The defence of any such claim (whether assumed by the Vendor or not) will be through legal counsel and will be conducted in a manner acceptable to the Purchasers and the Vendor, each acting reasonably, and no settlement may be made by the Vendor or the Purchasers without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheld. If the Vendor assumes the defence of any claim then the Purchasers and their counsel will co-operate with the Vendor and their counsel in the course of the defence, such co-operation to include using reasonable commercial efforts to provide or make available to the Vendor and its counsel documents and information and witnesses for attendance at examinations for discovery and trials. The reasonable legal fees and disbursements and other costs of such defence will, from and after such assumption, be borne by the Vendor. If the Vendor assumes the defence of any claim and the Purchasers retain additional counsel to act on their behalf, then the Vendor and its counsel will co-operate with the Purchasers and their counsel, such co-operation to include using reasonable commercial efforts to provide or make available to the Purchasers and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. All fees and disbursements of such additional counsel will be paid by the Purchasers. If the Vendor and the Purchasers are or become Parties to the same action, and the representation of all Parties by the same counsel would be inappropriate due to a conflict of interest, then the Purchasers and the Vendor will be represented by separate counsel and, subject to the indemnity obligations of the Vendor as set out in Section 10.1 hereof, the costs associated with the action will be borne by the Parties incurring such costs.

Claims Under Vendors' Indemnity. If any claim is made by any Person person against the Purchasers Purchaser or the Company in respect of which the Purchasers Purchaser or the Company may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to of the indemnity obligations obligation of the Vendor Vendors as provided in Section 10.1 hereofparagraph 5.2, the Purchasers Purchaser will notify the Vendor Vendors as soon as reasonably practicable of the nature of such claim and the Vendor will Vendors shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim. Notwithstanding the foregoing, if the person making the claim threatens or takes any action which does or could affect the assets of the business of the Company or the Purchaser then the Vendors shall, within ten (10) days of being notified of such threat or action, post with the Court sufficient security to satisfy the claim and costs related thereto, failing which the Vendors shall not have the right to defend or continue to defend the claim. The defence of any such claim (whether assumed by the Vendor Vendors or not) will shall be through legal counsel and will shall be conducted in a manner acceptable to the Purchasers Purchaser and the VendorVendors, each acting reasonably, and no settlement may be made by the Vendor Vendors or the Purchasers Purchaser without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheld. If the Vendor Vendors assumes the defence of any claim then the Purchasers Purchaser and their the Purchaser's counsel will shall co-operate with the Vendor Vendors and their counsel in the course of the defence, such co-operation to include using reasonable commercial best efforts to provide or make available to the Vendor Vendors and its his counsel documents and information and witnesses for attendance at examinations for discovery and trials. The reasonable legal fees and disbursements and other costs of such defence willshall, from and after such assumption, be borne by the Vendor. If the Vendor assumes the defence of any claim and the Purchasers retain additional counsel to act on their behalf, then the Vendor and its counsel will co-operate with the Purchasers and their counsel, such co-operation to include using reasonable commercial efforts to provide or make available to the Purchasers and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. All fees and disbursements of such additional counsel will be paid by the Purchasers. If the Vendor and the Purchasers are or become Parties to the same action, and the representation of all Parties by the same counsel would be inappropriate due to a conflict of interest, then the Purchasers and the Vendor will be represented by separate counsel and, subject to the indemnity obligations of the Vendor as set out in Section 10.1 hereof, the costs associated with the action will be borne by the Parties incurring such costsVendors.

Claims Under Vendors' Indemnity. If any claim is made by any Person person against the Purchasers or the Company in respect of which the Purchasers or the Company may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to of the indemnity obligations obligation of the Vendor Vendors as provided in Section 10.1 hereofparagraph 5.2, the Purchasers will notify the Vendor Vendors as soon as reasonably practicable of the nature of such claim and the Vendor will Vendors shall be entitled (but not required) to assume the defence defense of any suit brought to enforce such claim. Notwithstanding the foregoing, if the person making the claim threatens or takes any action which does or could affect the assets of the business of the Company or the Purchasers then the Vendors shall, within ten (10) days of being notified of such threat or action, post with the Court sufficient security to satisfy the claim and costs related thereto, failing which the Vendors shall not have the right to defend or continue to defend the claim. The defence defense of any such claim (whether assumed by the Vendor Vendors or not) will shall be through legal counsel and will shall be conducted in a manner acceptable to the Purchasers and the VendorVendors, each acting reasonably, and no settlement may be made by the Vendor Vendors or the Purchasers without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheld. If the Vendor Vendors assumes the defence defense of any claim then the Purchasers and their the Purchasers’ counsel will shall co-operate with the Vendor Vendors and their counsel in the course of the defencedefense, such co-operation to include using reasonable commercial best efforts to provide or make available to the Vendor Vendors and its his counsel documents and information and witnesses for attendance at examinations for discovery and trials. The reasonable legal fees and disbursements and other costs of such defence willdefense shall, from and after such assumption, be borne by the Vendor. If the Vendor assumes the defence of any claim and the Purchasers retain additional counsel to act on their behalf, then the Vendor and its counsel will co-operate with the Purchasers and their counsel, such co-operation to include using reasonable commercial efforts to provide or make available to the Purchasers and their counsel documents and information and witnesses for attendance at examinations for discovery and trials. All fees and disbursements of such additional counsel will be paid by the Purchasers. If the Vendor and the Purchasers are or become Parties to the same action, and the representation of all Parties by the same counsel would be inappropriate due to a conflict of interest, then the Purchasers and the Vendor will be represented by separate counsel and, subject to the indemnity obligations of the Vendor as set out in Section 10.1 hereof, the costs associated with the action will be borne by the Parties incurring such costsVendors.

Claims Under Vendors' Indemnity. If any claim is made by any Person against the Purchasers Purchaser in respect of which the Purchasers Purchaser may incur or suffer damages, losses, costs or expenses that might reasonably be considered to be subject to the indemnity obligations obligation of the Vendor as provided in Section 10.1 hereofsection 10.1, the Purchasers Purchaser will notify the Vendor as soon as reasonably practicable of the nature of such claim and the Vendor will shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The defence of any such claim (whether assumed by the Vendor or not) will shall be through legal counsel counsel, and will shall be conducted in a manner manner, acceptable to the Purchasers Purchaser and the Vendor, each Vendor acting reasonably, and no settlement may be made by the Vendor or the Purchasers Purchaser without the prior written consent of the other, which consent will not be unreasonably conditioned, delayed, or withheldothers. If the Vendor assumes the defence of any claim then then: (a) the Purchasers Purchaser and their the Purchaser's counsel will shall co-operate with the Vendor and their its counsel in the course of the defence, such co-operation to include using reasonable commercial efforts to provide providing or make making available to the Vendor Vendor, and its counsel documents and information and witnesses for attendance at examinations for discovery and trials. The ; (b) the reasonable legal fees and disbursements and other costs of such defence willshall, from and after such assumption, be borne by the Vendor. If ; and (c) if the Vendor assumes the defence of any claim and the Purchasers retain Purchaser retains additional counsel to act on their its behalf, then the Vendor and its counsel will shall co-operate with the Purchasers Purchaser and their its counsel, such co-operation to include using reasonable commercial efforts to provide providing or make making available to the Purchasers Purchaser and their its counsel documents and information and witnesses for attendance at examinations for discovery and trials. All ; provided that all fees and disbursements of such additional counsel will shall be paid by the PurchasersPurchaser. If the Vendor and the Purchasers Purchaser are or become Parties parties to the same action, and the representation of all Parties parties by the same counsel would be inappropriate due to a conflict of interest, then the Purchasers Purchaser and the Vendor will shall be represented by separate counsel and, subject to the indemnity obligations of the Vendor as set out in Section 10.1 hereofherein, the costs associated with the action will shall be borne by the Parties parties incurring such costs.