Common use of Defense and Payment of Claims Clause in Contracts

Defense and Payment of Claims. (a) If Newco receives notice of the assertion or commencement of any Third Party Claim which is subject to indemnification under this Agreement, Newco will give Xxxx-Xxxxxx and the Loomis Stockholders Trust reasonably prompt written notice thereof. Such notice will (i) describe the Third Party Claim in reasonable detail, (ii) include copies of all material written evidence thereof and (iii) indicate the estimated amount, if reasonably practicable, of the cost, expense, loss or diminution in value that has been or may be sustained by Newco as a result of such Third Party Claim. The indemnifying party shall have the right to participate in, or, by giving written notice to Newco, to assume and control the defense of any Third Party Claim at such indemnifying party's own expense and by such indemnifying party's own counsel (reasonably satisfactory to Newco), and Newco will, and, to the extent that such Third Party Claim relates to acts or omissions of Xxxxx Fargo prior to the Closing, Xxxx-Xxxxxx and Xxxxx Fargo will, cooperate in good faith in such defense. If an indemnifying party shall not assume the defense of a Third Party Claim or shall not diligently defend a Third Party Claim so assumed by such indemnifying party, Newco shall defend such Third Party Claims and may settle such claims at the discretion of the Board of Directors of Newco. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its consent, which shall not be unreasonably withheld. Within thirty days after the receipt of notice from Newco of such settlement or a judgment in respect of such claim which is final and nonappealable or as to which a decision by Newco and the indemnifying party has been made not to undertake any further appeal, the indemnifying party shall deliver cash payment to Newco in the amount of such Indemnifiable Loss.

Defense and Payment of Claims. If any action or proceeding (aincluding any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought hereunder from an indemnifying party, such indemnified party shall promptly notify the indemnifying party in writing, and such notice shall include a reference to the provisions of this Agreement and/or the Documents in respect of which such right of indemnification is claimed or arises and the amount, and the indemnifying party may, in its sole discretion, promptly upon receipt of such notice (no later than 15 days after receipt of such notice), assume the defense thereof, including the retention of counsel of its choice reasonably satisfactory to such indemnified party. If Newco receives notice the indemnifying party has assumed the defense of the assertion action or commencement proceeding, then the indemnifying party shall not, except with the written consent of the indemnified party (which consent shall not be unreasonably withheld), consent to the entry of a judgment or settlement, unless the judgment or proposed settlement involves the payment of money damages by one or more of the indemnifying parties and does not impose injunctive or other equitable relief upon the indemnified party or unless the settlement involves a full and unconditional release of the indemnified party. The indemnified party shall provide the indemnifying party with access to its records and personnel relating to any such action or proceeding during normal business hours and shall otherwise cooperate with the indemnifying party in the defense or settlement thereof, and the indemnifying party shall reimburse the indemnified party for all its reasonable out-of-pocket expenses in connection therewith. If the indemnified party assumes the defense of any Third Party Claim which is subject such claim or proceeding, the indemnified party will not consent to indemnification under this Agreement, Newco will give Xxxx-Xxxxxx and the Loomis Stockholders Trust reasonably prompt entry of any judgment or enter into any settlement with respect to any third party claim without the prior written notice thereof. Such notice will (i) describe the Third Party Claim in reasonable detail, (ii) include copies of all material written evidence thereof and (iii) indicate the estimated amount, if reasonably practicable, consent of the costindemnifying party (which consent shall not be unreasonably withheld). If the indemnifying party elects to assume the defense of any such action or proceeding, expense, loss or diminution in value that has been or may be sustained by Newco as a result of such Third Party Claim. The indemnifying the indemnified party shall have the right right, in its sole discretion, to employ separate counsel in any such action and to participate in, or, by giving written notice to Newco, to assume and control in the defense thereof, but the fees and expenses of any Third Party Claim at such indemnifying counsel shall be the expense of such indemnified party's own expense and by such indemnifying party's own counsel (reasonably satisfactory to Newco), and Newco will, and, to the extent that such Third Party Claim relates to acts or omissions of Xxxxx Fargo prior to the Closing, Xxxx-Xxxxxx and Xxxxx Fargo will, cooperate in good faith in such defense. If an indemnifying party shall not assume the defense of a Third Party Claim or shall not diligently defend a Third Party Claim so assumed by such indemnifying party, Newco shall defend such Third Party Claims and may settle such claims at the discretion of the Board of Directors of Newco. The indemnifying party shall not be liable for any settlement of any Third Party Claim such action or proceeding effected without its written consent, but if settled with its written consent (which shall not be unreasonably withheld. Within thirty days after ), or if there is a final judgment for the receipt of notice plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified parties from Newco and against any loss or liability by reason of such settlement or a judgment in respect of such claim which is final and nonappealable or as to which a decision by Newco and the indemnifying party has been made not to undertake any further appeal, the indemnifying party shall deliver cash payment to Newco in the amount of such Indemnifiable Lossjudgment.

Defense and Payment of Claims. If any action or proceeding (aincluding any governmental investigation or inquiry) If Newco receives shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought hereunder from an indemnifying party, such indemnified party shall promptly notify the indemnifying party in writing, and such notice shall include a reference to the provisions of the assertion Documents in respect of which such right of indemnification is claimed or commencement arises and the amount, and the indemnifying party may, in its sole discretion, promptly upon receipt of such notice (no later than 15 days after receipt of such notice), assume the defense thereof, including the retention of counsel of its choice reasonably satisfactory to such indemnified party. If the indemnifying party has assumed the defense of the action or proceeding, then the indemnifying party shall not, except with the written consent of the indemnified party (which consent shall not be unreasonably withheld), consent to the entry of a judgment or settlement, unless the judgment or proposed settlement involves the payment of money damages by one or more of the indemnifying parties and does not impose injunctive or other equitable relief upon the indemnified party or unless the settlement involves a full and unconditional release of the indemnified party. The indemnified party shall provide the indemnifying party with access to its records and personnel relating to any such action or proceeding during normal business hours and shall otherwise cooperate with the indemnifying party in the defense or settlement thereof, and the indemnifying party shall reimburse the indemnified party for all its reasonable out-of-pocket expenses in connection therewith. If the indemnified party assumes the defense of any Third Party Claim which is subject such claim or proceeding, the indemnified party will not consent to indemnification under this Agreement, Newco will give Xxxx-Xxxxxx and the Loomis Stockholders Trust reasonably prompt entry of any judgment or enter into any settlement with respect to any third party claim without the prior written notice thereof. Such notice will (i) describe the Third Party Claim in reasonable detail, (ii) include copies of all material written evidence thereof and (iii) indicate the estimated amount, if reasonably practicable, consent of the costindemnifying party (which consent shall not be unreasonably withheld). If the indemnifying party elects to assume the defense of any such action of proceeding, expense, loss or diminution in value that has been or may be sustained by Newco as a result of such Third Party Claim. The indemnifying the indemnified party shall have the right right, in its sole discretion, to employ separate counsel in any such action and to participate in, or, by giving written notice to Newco, to assume and control in the defense thereof, but the fees and expenses of any Third Party Claim at such indemnifying counsel shall be the expense of such indemnified party's own expense and by such indemnifying party's own counsel (reasonably satisfactory to Newco), and Newco will, and, to the extent that such Third Party Claim relates to acts or omissions of Xxxxx Fargo prior to the Closing, Xxxx-Xxxxxx and Xxxxx Fargo will, cooperate in good faith in such defense. If an indemnifying party shall not assume the defense of a Third Party Claim or shall not diligently defend a Third Party Claim so assumed by such indemnifying party, Newco shall defend such Third Party Claims and may settle such claims at the discretion of the Board of Directors of Newco. The indemnifying party shall not be liable for any settlement of any Third Party Claim such action or proceeding effected without its written consent, but if settled with its written consent (which shall not be unreasonably withheld. Within thirty days after ), or if there is a final judgment for the receipt of notice plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified parties from Newco and against any loss or liability by reason of such settlement or a judgment in respect of such claim which is final and nonappealable or as to which a decision by Newco and the indemnifying party has been made not to undertake any further appeal, the indemnifying party shall deliver cash payment to Newco in the amount of such Indemnifiable Lossjudgment.