Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's defense of and compromise efforts related to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.2, 14.3, 14.4 and 14.5, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Notice.
Appears in 1 contract
Samples: Atria Communities Inc
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's defense of and compromise efforts related with respect to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to timely notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a10.5(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.2, 14.3, 14.4 and 14.5Section 10.2 or 10.3, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Noticethereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Green Mountain Coffee Inc)
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's defense of and compromise efforts related with respect to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to timely notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a11.7(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.2, 14.3, 14.4 and 14.5Section 11.2 or 11.4, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Noticethereby.
Appears in 1 contract
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's ’s defense of and compromise efforts related with respect to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties Parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to timely notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a11.4(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.2, 14.3, 14.4 and 14.5Section 11.2 or 11.3, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Noticethereby.
Appears in 1 contract
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's defense of and compromise efforts related to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a13.6(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.213.2, 14.313.3, 14.4 13.4 and 14.513.5, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Notice.
Appears in 1 contract
Samples: Atria Communities Inc
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's defense of and compromise efforts related to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a13.6(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.213.2, 14.313.3, 14.4 13.4, and 14.513.5, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Notice.
Appears in 1 contract
Samples: Atria Communities Inc
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's defense of and compromise efforts related to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties shall cooperate with each other, and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a11.4(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.2, 14.3, 14.4 and 14.5Section 11.2 or 11.3, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Notice.
Appears in 1 contract
Samples: Atria Communities Inc
Cooperation of Parties. The party assuming the defense of any Claim shall keep the other party reasonably informed at all times of the progress and development of the party's ’s defense of and compromise efforts related with respect to such Claim and shall furnish the other party with copies of all relevant pleading, correspondence and other papers. In addition, the parties to this Agreement shall cooperate with each other, other and make available to each other and their representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Claim. The failure to timely notify the Indemnifying Party timely of the commencement of such actions in accordance with Section 14.6(a15.5(a) shall relieve the Indemnifying Party from the obligation to indemnify under Sections 14.2Section 15.2, 14.3, 14.4 and 14.5or 15.3, as the case may be, but only to the extent the Indemnifying Party establishes by competent evidence that it or he is or has been materially and adversely prejudiced by such untimely Claims Noticethereby.
Appears in 1 contract