Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 hereof with respect to Damages resulting from Claims by Persons not party to this Agreement shall be subject to the following terms and conditions: (a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 8.04, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor. If the Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Indemnitor and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Section 8.04 to the contrary notwithstanding, (i) if the Indemnified Party believes there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, and (ii) no Person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.
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Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 7.3 hereof with respect to Damages resulting from Claims by Persons persons not party to this Agreement shall be subject to the following terms and conditions:
(a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 8.047.4, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor, provided such Indemnitor has unconditionally acknowledged in writing its obligation to indemnify the Indemnified Party with respect to such claim. If the Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Indemnitor and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.
(b) In the event that the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 7.4 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expensesfees) incurred by it in connection with such defense prior to such assumption.
(c) Anything in this Section 8.04 7.4 to the contrary notwithstanding, (i) if the Indemnified Party believes there is a reasonable probability that a Claim may materially and adversely affect have Material Adverse Effect upon the Indemnified Party, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, and (ii) no Person person who has undertaken to defend a Claim under Section 8.04(a7.4(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include include, as an unconditional term thereof thereof, the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.
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Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 7.03 hereof with respect to Damages resulting from Claims any Claim by Persons a Person not party to this Agreement (a “Third Party Claim”) shall be subject to the following terms and conditions:
(a) Promptly after delivery : The Indemnified Party agrees to give the Indemnitor notice of an Indemnification Notice a Third Party Claim in respect of which indemnity may be sought under Section 7.03 in accordance with the notice procedures set forth in Section 7.02 promptly after such Indemnified party learns of the Third Party Claim; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnitor, within ten (10) calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim and is made against an Indemnified Party, the Indemnitor will be entitled to participate in the defense thereof, and, subject to paragraph (c) of this Section 8.047.04, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to approved by the Indemnified Party, at the sole cost and expense of the Indemnitor; provided, that should the Indemnitor so elect to undertake the defense of a Third Party Claim, the Indemnitor will not, as long as it conducts such defense, be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof except as otherwise provided in paragraph (c) of this Section 7.04. If the Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate in good faith with all reasonable requests of the Indemnitor and shall retain and make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.
(b) defense and make available its employees on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. In the event that the Indemnitor, within a reasonable time thirty (30) days after receipt of an Indemnification Notice, does not so elect to defend such Third Party Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Third Party Claim pursuant to at the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs sole cost and expense of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumption.
(c) Indemnitor. Anything in this Section 8.04 7.04 to the contrary notwithstanding, (i) if the Indemnified Indemnitor assumes the defense of any Third Party believes there is a reasonable probability that a Claim may materially and adversely affect the Indemnified PartyClaim, the any Indemnified Party shall have the right be entitled to participate in the defense, compromise or settlement of such ClaimThird Party Claim with counsel of its own choice at its own expense; provided, provided however, that if representation by the Indemnitor’s counsel would present a conflict of interest, then such Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Third Party Claim with counsel of its own choice; provided, further, that Indemnitor shall not be liable for expenses of separate counsel of reimburse the Indemnified Party engaged for the expenses of such purposecounsel if a court of competent jurisdiction determines that a conflict of interest existed, and (ii) no Person who that has undertaken to defend a Third Party Claim under Section 8.04(a7.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Third Party Claim or consent to entry of any judgment judgment, whether for monetary, injunctive or other non-monetary relief which (A) does not include as an unconditional term thereof the general release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Third Party Claim or (B) imposes any restrictions of any kind on the continuing operations of the Business. If the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such Third Party Claim by the Indemnitor might be expected to affect adversely the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnitor in respect of such Third Party Claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim at the sole cost of the Indemnitor; provided, however, that whether or not the Indemnitor or the Indemnified Party shall have control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent. Notwithstanding the foregoing, if a settlement offer is made by a third party claimant and such settlement offer (x) is solely for money damages, (y) includes as an unconditional term thereof the general release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Third Party Claim and (z) does not impose any restrictions on the continuing operations of the Business, and the Indemnitor notifies in writing the Indemnified Party of the Indemnitor’s willingness to accept the settlement offer and, subject to the applicable limitations of this Article VII, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnitor, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnitor has an obligation to pay hereunder shall be limited to the lesser of (1) the amount of the settlement offer that the Indemnified Party declined to accept plus the other Damages of the Indemnified Party relating to such Third Party Claim prior to the date of its rejection of the settlement offer or (2) the aggregate Damages of the Indemnified Party with respect to such Third Party Claim.
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Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 hereof with respect to Damages resulting from Claims by Persons persons not party to this Agreement shall be subject to the following terms and conditions:
(a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 8.04, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor. If the Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Indemnitor and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.
(b) In the event that the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumption.
(c) Anything in this Section 8.04 to the contrary notwithstanding, (i) if the Indemnified Party reasonably believes there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, and (ii) no Person person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim; provided, however, that in the case of a Claim relating to Taxes, (x) for purposes of clause (i) "affect the Indemnified Party" shall mean an increase in that party's Tax liability and (y) clause (ii) shall not apply, and (iii) any settlement, compromise or consent to the entry of a judgment which involves payment of money by any party shall require the consent of such party.
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Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 7.03 hereof with respect to Damages resulting from Claims by Persons persons not party to this Agreement shall be subject to the following terms and conditions:
(a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 8.047.03(c), the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor. If the Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Indemnitor and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.
(b) In the event that the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (aSection 7.04(a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, ; provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumption.
(c) Anything in this Section 8.04 7.04 to the contrary notwithstanding, (i) if the Indemnified Party reasonably believes there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim; provided, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, and (ii) no Person person who has undertaken to defend a Claim under Section 8.04(a7.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.
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Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 12.3 hereof with respect to Damages resulting from Claims by Persons not party to this Agreement shall will be subject to the following terms and conditions:
(a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 8.0412.4, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the investigation and defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor; provided that, Indemnitor is able to demonstrate the financial ability to satisfy (whether from the Escrow Account or otherwise) all Damages alleged in connection with such Claim. In any Claim, the defense of which the Indemnitor has assumed, the Indemnified Party will have the right to participate therein and retain its own counsel at its own expense, unless the named parties to any such litigation or proceeding (including impleaded parties) include both the Indemnitor and the Indemnified Party, and representation of such parties by the same counsel would, in the opinion of the Indemnitor’s counsel, be inappropriate due to actual or potential differing interests between them, and in such case such separate counsel may be retained by the Indemnified Party at the expense of the Indemnitor. If the Indemnitor chooses to defend any claimClaim, with or without a reservation of rights, the Indemnified Party shall will cooperate with all reasonable requests of the Indemnitor and shall will make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defensedefense and the Indemnitor shall diligently defend such Claim in good faith. So long as the Indemnitor is defending the Claim in good faith, the Indemnified Parties may not settle or compromise the Claim.
(b) In the event that the Indemnitor, within a reasonable time thirty (30) days after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the investigation and defense, compromise or settlement of such Claim for the account of the Indemnitor. The Indemnified Party will give the Indemnitor prompt written notice of any proposed settlement or compromise, subject to and the right Claim shall not be compromised or settled without the written consent of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlementIndemnitor, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumptionwhich consent shall not be unreasonably withheld.
(c) Anything in this Section 8.04 12.4 to the contrary notwithstanding, (i) if the Indemnified Party believes reasonably and in good faith there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party, the Indemnified Party shall have the right to may participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall will not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, and (ii) no Person person who has undertaken to defend a Claim under Section 8.04(a12.4(a) hereof shallwill, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which imposes an injunction or other equitable relief upon the Indemnified Party or which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability or other obligation arising from events which allegedly give gave rise to such Claim.
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Samples: Membership Interest Purchase Agreement (Haights Cross Communications Inc)
Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under Section 8.03 10.3 hereof with respect to Damages resulting from Claims by Persons persons not party to this Agreement shall be subject to the following terms and conditions:
(a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 8.0410.4, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitor. If the Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Indemnitor and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.
(b) In the event that the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 10.4 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's ’s fees and expenses) incurred by it in connection with such defense prior to such assumption.
(c) Anything in this Section 8.04 10.4 to the contrary notwithstanding, (i) if the Indemnified Party believes there is a reasonable probability that a Claim may materially and adversely affect Indemnitor assumes the Indemnified Partydefense of any Claim, the any Indemnified Party shall have the right be entitled to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall not be liable for expenses of separate Claim with counsel of its own choice at its own expense, provided, however, if representation by the Indemnitor’s counsel would present a conflict of interest, then such Indemnified Party engaged for shall be entitled to participate in the defense, compromise or settlement of such purposeClaim with counsel of its own choice at the expense of the Indemnitor, and (ii) no Person person who has undertaken to defend a Claim under Section 8.04(a10.4(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which (A) does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such ClaimClaim or (B) imposes any restrictions of any kind on the continuing operations of the Business.
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Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an Indemnitor under this Section 8.03 hereof 8 with respect to Damages damages resulting from Claims by Persons persons not party to this Agreement shall be subject to the following terms and conditions:
(a) Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph subsection (c) of this Section 8.048.6, if the Indemnitor shall acknowledge in writing to the Indemnified Party that the Indemnitor shall be obligated under the terms of its indemnity hereunder in connection with such Action, the Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitor; provided, that the Indemnitor shall not enter into a settlement agreement of such Claim without the Indemnified Party’s consent, which shall not be unreasonably withheld. If the Indemnitor chooses to defend any claimClaim, the Indemnified Party shall cooperate with all reasonable requests of the Indemnitor and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense.
(b) In the event that the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim or, after undertaking the defense of such Claim, fails to continue the defense of such Claim, the Indemnified Party will have the right (upon further notice to the Indemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumption.
(c) Anything in this Section 8.04 8.6 to the contrary notwithstanding, (i) if the Indemnified Party believes there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim; provided, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, unless the named parties to the Action regarding such Claim (including any impleaded parties) include both the Indemnitor and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnitor, in which event the Indemnified Party shall be entitled, at the indemnitor’s cost, risk and expense, to separate counsel of its own choosing, and (ii) no Person who has undertaken to defend a Claim under Section 8.04(a8.6(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.
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Conditions of Indemnification of Third-Party Claims. The respective obligations and liabilities of an Indemnitor Seller, on the one hand, or Buyer, on the other hand (the “Indemnifying Party”) to the Buyer’s Indemnified Parties or the Seller’s Indemnified Parties, as the case may be, as indemnified parties (the “Indemnified Party”) under Section 8.03 Sections 7.2 and 7.3 hereof with respect to Damages claims resulting from Claims the assertion of liability by Persons not party to this Agreement third parties shall be subject to the following terms and conditions:
(a) Promptly Within fourteen (14) days (or such earlier time as might be required to avoid prejudicing the Indemnifying Party's position) after delivery receipt of an Indemnification Notice in respect notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion of any claim by a Claim and subject to paragraph (c) of this Section 8.04third party, the Indemnitor may elect, by Indemnified Party shall give the Indemnifying Party written notice thereof, stating the nature and basis of the claim, and the amount thereof to the extent known, together with a copy of such claim, process or other legal pleading and all relevant documentation in the Indemnified Party’s possession respecting the claim, and the Indemnifying Party shall have the right to undertake the defense thereof with counsel reasonably satisfactory to the Indemnified Partyby representatives of its own choosing and at its own expense; provided, at the sole cost and expense of Indemnitor. If the Indemnitor chooses to defend any claim, that the Indemnified Party shall cooperate may participate in the defense with all reasonable requests counsel of its own choice and at its own expense (provided that the Indemnitor Indemnifying Party will bear the expense of counsel for the Indemnified Party if counsel for the Indemnified Party reasonably concludes that a conflict of interest exists or is reasonably likely to exist between the Indemnified Party and shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defenseIndemnifying Party).
(b) In If the event that Indemnifying Party, by the Indemnitor, within a reasonable time thirtieth (30th) day after receipt of notice of any such claim (or, if earlier, by the tenth (10th) day preceding the day on which an Indemnification Noticeanswer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not so elect to defend against such Claimclaim, the Indemnified Party will have the right (Party, upon further notice to the Indemnitor) Indemnifying Party, will have the right to undertake the defense, compromise or settlement of such Claim claim on behalf of or for the account and risk of the IndemnitorIndemnifying Party and at the Indemnifying Party's expense, subject to the right of the Indemnitor Indemnifying Party to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 claims at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney's fees and expenses) incurred by it in connection with such defense prior to such assumption.
(c) Anything in this Section 8.04 7 to the contrary notwithstanding, (i) if the Indemnifying Party shall not settle any claim without the consent of the Indemnified Party believes there is unless such settlement involves only the payment of money and the claimant provides to the Indemnified Party a reasonable probability that a Claim may materially and adversely affect release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the Indemnifying Party shall not settle the claim without the prior consent of the Indemnified Party, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor which consent shall not be liable unreasonably withheld.
(d) The Indemnified Party and the Indemnifying Party will each cooperate with all reasonable requests of the other for expenses the purpose of separate counsel defending against any claims.
(e) If the Indemnifying Party makes a payment of any claim pursuant to this Section 7, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party engaged for such purpose, and (ii) no Person who has undertaken to defend a Claim any insurance benefits of the Indemnified Party under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise insurance policies with respect to such Claimclaim.
Appears in 1 contract
