Defense of Third Party Claim. If a claim (an “Indemnity Claim”) is made by a third party against a Party (the “Indemnified Party”) in respect of which another Party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, including claims made pursuant to Sections 8.5, 8.6 and 8.7 above, then the following provisions will apply.
(a) If any Indemnified Party receives notice of the assertion of any claim in respect of damages, such Indemnified Party shall give the Indemnifier written notice describing such claim or fact in reasonable detail (the “Notice of Claim”) promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). The failure by the Indemnified Party to timely provide a Notice of Claim to the Indemnifier shall not relieve the Indemnifier of any liability, except to the extent that the Indemnifier is prejudiced by the Indemnified Party’s failure to provide timely notice hereunder.
(b) In the event any Indemnifier notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice of the matter that the Indemnifier is assuming the defense thereof; (i) the Indemnifier will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifier will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifier has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without written consent of the Indemnifier which consent shall not be unreasonably withheld; and (iv) the Indemnifier will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifier, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld.
(c) In the event the Indemnifier does not notify the Indemnified Party within t...
Defense of Third Party Claim. The Indemnifier may participate in or assume the defense of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 Days after receiving notice of that Third Party Claim (the “Notice Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other Party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming each defense. The Indemnified Party shall co-operate in good faith in the defense of each Third Party Claim, even if the defense has been assumed by the Indemnifier and may participate in such defense assisted by counsel of its own choice at its own expense. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defense of such Third Party Claim, the Indemnified Party may assume such defense, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim.
Defense of Third Party Claim. If a Third Party Claim is made, the Indemnifying Party shall be entitled to participate in the defense thereof. If within ninety (90) days of the date notice is delivered to the Indemnifying Party with respect to such Third Party Claim, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Damages that may result from a Third Party Claim the Indemnifying Party also may assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, provided that to the extent the Indemnifying Party fails to acknowledge its obligation to indemnify the Indemnified Party within the time frame specified above, then the Indemnified Party immediately shall have the right to assume or re-assume the defense of such Third Party Claim. Subject to the foregoing, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except to the extent the Indemnified Party reasonably determines there are defenses that are reasonably likely to conflict with the defenses being asserted by the Indemnifying Party.
Defense of Third Party Claim. If the indemnifying party shall not assume the defense of any such claim by a third party or litigation resulting therefrom, the indemnified party may defend against such claim or litigation in such manner as it may deem appropriate and, unless the indemnifying party shall deposit with the indemnified party a sum equivalent to the total amount demanded in such claim or litigation plus the indemnified party's estimate of the cost of defending the same, the indemnified party may settle such claim or litigation on such terms as it may deem appropriate and the indemnifying party shall within thirty (30) days of Notice from the indemnified party reimburse the indemnified party for the amount of such settlement and for all losses or expenses, legal or otherwise, incurred by the indemnified party in connection with the defense against or settlement of such claim or litigation.
Defense of Third Party Claim. If the indemnifying party does not assume the defense of any claim by a third party or litigation resulting therefrom, the indemnified party may, but shall have no obligation to, defend against such claim or litigation in any matter that it may deem appropriate and, unless the indemnifying party shall deposit with the indemnified party a sum equivalent to the total amount demanded in such claim or litigation plus the indemnified party's estimate of the cost of defending the same, the indemnified party may settle such claim or litigation on such terms as it may deem appropriate and the indemnifying party shall promptly reimburse the indemnified party for the amount of such settlement and for all losses or expenses, legal or otherwise, incurred by the indemnified party in connection with the defense against or settlement of such claim or litigation.
Defense of Third Party Claim. The indemnifying party shall have the right to conduct and control, at its expense and through counsel of its own choosing, the defense of any Third-Party Claim, action or suit, but the indemnified party may, at its election, participate in the defense of such claim, action or suit at its sole cost and expense; provided that if (a) the indemnifying party shall fail to defend any such claim, action or suit, (b) the indemnifying party and indemnified party mutually agree or (c) the named parties to such claim, action or suit (including any impeded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party may defend, through counsel of its own choosing, such claim, action or suit and settle such claim, action or suit, and recover from the indemnifying party the amount of any settlement to which the indemnifying party consents or of any resulting judgment and the costs and expenses of such defense, provided that the indemnified party shall not compromise or settle any third-party claim, action or suit without the prior written consent of the indemnifying party, which consent will not be unreasonably withheld, continued or delayed.
Defense of Third Party Claim. If any legal proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party (each a "Third Party Claim"), then the Indemnifying Party shall have the right, after receipt of the Indemnified Party's notice under Section 7.4 and upon giving notice to the Indemnified Party within 30 calendar days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:
(a) the Indemnified Party shall at all times have the right to fully participate in the defense at its own expense; and
(b) the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party. Amounts payable by the Indemnifying Party pursuant to a Third Party claim shall be paid in accordance with the terms of the settlement or, the judgment, as applicable, but in any event prior to the expiry of any delay for a judgment to become executory.
Defense of Third Party Claim. 14.10.1 If any Proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party which may in turn give rise to a Direct Claim against the Vendors under this Agreement (each a "Third Party Claim"), then the Indemnifying Party shall have the right, after receipt of the Indemnified Party's notice under Section 14.9 and upon giving written notice to the Indemnified Party within ten (10) days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:
14.10.1.1 the Indemnified Party shall at all times have the right to fully participate in the defense at its own expense;
14.10.1.2 the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party;
14.10.1.3 the Indemnifying Party unconditionally acknowledges in writing its obligation to indemnify and hold the Indemnified Party harmless with respect to the Third Party Claim;
14.10.1.4 legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Party, acting reasonably.
14.10.2 In the event the Indemnifying Party does not choose to defend the Third Party Claim in accordance with the conditions set out in Section 14.10.1, the Indemnified Party may assume the defense of the Third Party Claim, provided that:
14.10.2.1 the Indemnified Party consults with the Indemnifying Party and takes account of the reasonable requirements of the Indemnifying Party in relation to the conduct of the dispute, defense, compromise or appeal of the Third Party Claim;
14.10.2.2 the Indemnified Party offers the Indemnifying Party (or its Representatives) the opportunity to participate in any meetings or calls; Agreement of Purchase and Sale of Shares /77
14.10.2.3 the Indemnified Party keeps the Indemnifying Party promptly informed of the progress of the Third Party Claim and provide the Indemnifying Party with copies of all relevant documents and such other information as may be reasonably requested by the Indemnifying Party;
14.10.2.4 the Indemnifying Party shall at all times have the right to fully participate in the defense at its own expense; For the avoidance of doubt, the exercise by the Indemnifying Party of any of the rights under this Section 14.10 shall not be construed as an admission of liability in relation to such Third Party Claim.
Defense of Third Party Claim. If any legal proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party (each a "Third Party Claim"), then the Indemnifying Party shall have the right, after receipt of the Indemnified Party's notice under Section 10.4 and upon giving notice to the Indemnified Party within thirty (30) calendar days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:
(a) the Indemnified Party shall at all times have the right to fully participate in the defense at its own expense;
(b) the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party; and
(c) legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Party, acting reasonably. Amounts payable by the Indemnifying Party pursuant to a Third Party Claim shall be paid in accordance with the terms of the settlement or the judgment, as applicable, but in any event prior to the expiry of any delay for a judgment to become executory.
Defense of Third Party Claim. The failure by the indemnifying party to notify the indemnified party of its election to defend any Third Party Claim within 30 days after written notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such Third Party Claim. If the indemnifying party shall not assume the defense of any such Third Party Claim, the indemnified party may defend against and, subject to obtaining the consent of the indemnifying party, which shall not be unreasonably delayed or denied, settle such Third Party Claim in such manner as it may deem appropriate.
