Common use of Defense of Third Party Claims and Extension of Statute of Limitations Clause in Contracts

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party") shall have the right in its discretion and at its expense to participate in and control (a) the defense or settlement of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any other person other than a party hereto insofar as the Indemnified Party shall claim indemnification hereunder in respect thereof, (b) any and all negotiations with respect thereto, and (c) the assertion of any claim against any insurer with respect thereto, and the Indemnified Party shall not settle any such claim, suit, action or proceeding or agree to extend any applicable statute of limitation without the prior written approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The rights of participation, control and approval granted to the Indemnifying Party shall be subject as a condition precedent to such party's acknowledging to the Indemnified Party, in writing, the obligation of the Indemnifying Party to indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance and authority to enable the Indemnifying Party to effect such defense or settlement and upon the Indemnifying Party's payment of any amounts due in respect of such claim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in respect of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in ot control the foregoing matters.

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party") Party shall have the right in to defend the Indemnified Party against any Third Party Claim with its discretion own counsel and at its expense sole cost and expense, and will notify the Indemnified Party promptly (and in any event within fifteen (15) days after notice of such Third Party Claim) with respect to participate in and control (a) whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of a Third Party Claim if (x) such matter is criminal in nature or settlement of any claimseeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, suit, action or proceeding (including appeals) in respect the third party claimant is a then-current material customer of such item (or items) Indemnified Party. Prior to the time the Indemnified Party is notified by any other person other than a party hereto insofar the Indemnifying Party as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Indemnified Party shall claim indemnification hereunder in respect thereof, (b) any and take all negotiations actions reasonably necessary to timely preserve the collective rights of the parties with respect theretoto such Third Party Claim. If the Indemnifying Party elects to assume the defense of the Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such Third Party Claim, nor agree to extend any statute of limitations applicable to such Third Party Claim, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (cii) the assertion settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any claim business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any insurer claims or asserted claims with respect theretoto which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, and the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any such claim or asserted claim, suit, action or proceeding or nor agree to extend any applicable statute of limitation limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written approval consent of the Indemnifying Party, which approval shall consent will not be unreasonably withheld or delayedwithheld. The rights of participation, control and approval granted to In the event that the Indemnifying Party shall be subject as assume the defense of a condition precedent to such party's acknowledging to the Indemnified Party, in writing, the obligation of the Indemnifying Third Party to indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgementClaim, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance assistance, and authority to enable the Indemnifying Party to effect defend and/or settle such defense or settlement Third Party Claim, and upon the Indemnifying Party's ’s payment of any amounts due in with respect of to such claim, suit, action or proceedingProceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in with respect of to which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in ot control the foregoing matters.

Defense of Third Party Claims and Extension of Statute of Limitations. The party (i) With respect to the Excluded Matters and/or any Other R&W Insured Losses, the Indemnified Party shall promptly give written notice (which such written notice shall state in reasonable detail the nature of any such claim for indemnification and the provisions of this Agreement against upon which a such claim for indemnification is made) hereunder to the Indemnifying Party after obtaining notice of any claim as to which recovery may be sought against the Indemnifying Party because of the indemnity in this Article IX, and, if such indemnity obligation shall arise from the claim of a particular item (or group third party, shall permit the Indemnifying Party to assume the defense of related items) of Loss is asserted (any such claim and any litigation resulting from such claim; provided, however, that the "Indemnifying Party") Party shall not have the right in its discretion and at its expense to participate in and assume control (a) of the defense or settlement of any claimclaim (i) to the extent that the object of such claim for indemnification is to obtain an injunction, suitrestraining order, declaratory relief or other non-monetary relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party (ii) if the named parties to any such action or proceeding (including appealsany impleaded parties) in respect of such item (or items) by any other person other than a party hereto insofar as include both the Indemnified Party shall claim indemnification hereunder in respect thereof, (b) any and all negotiations with respect thereto, and (c) the assertion of any claim against any insurer with respect thereto, Parties and the Indemnified Party Indemnifying Parties and the former shall not settle any have been advised in writing by counsel (with a copy to the Indemnifying Parties) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to Indemnifying Parties (in which event each shall have the right to utilize counsel of their own choosing), or (iii) if such claim, suit, action or proceeding involves, or agree could reasonably be expected to extend any applicable statute of limitation without involve liability that would constitute a material adverse effect on the prior written approval of Indemnified Parties. Failure by the Indemnifying Party, which approval Party to notify an Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall not be unreasonably withheld or delayed. The rights of participation, control and approval granted have been given to the Indemnifying Party shall be subject as deemed a condition precedent to such party's acknowledging to the Indemnified Party, in writing, the obligation of waiver by the Indemnifying Party of its right to indemnify the other party hereto in respect of defend such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance and authority to enable the Indemnifying Party to effect such defense or settlement and upon the Indemnifying Party's payment of any amounts due in respect of such claim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in respect of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right pay the reasonably incurred out-of-pocket cost and expense of the Indemnified Party to participate in ot control defend such claim. The Indemnified Party shall (unless the foregoing mattersIndemnifying Party assumes the defense thereof) keep the Indemnifying Party reasonably apprised of any significant developments relating to any such claim.

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party") shall have the right in its discretion and at its expense to participate in and control (a) the defense or settlement of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any other person other than a party hereto insofar as the Indemnified Party shall claim indemnification hereunder in respect thereof, (b) any and all negotiations with respect thereto, and (( c) the assertion of any claim against any insurer with respect thereto, and the Indemnified Party shall not settle any such claim, suit, action or proceeding or agree to extend any applicable statute of limitation without the prior written approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The rights of participation, control and approval granted to the Indemnifying Party shall be subject as a condition precedent to such party's acknowledging to the Indemnified Party, in writing, the obligation of the Indemnifying Party to indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance and authority to enable the Indemnifying Party to effect such defense or settlement and upon the Indemnifying Party's payment of any amounts due in respect of such claim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in respect of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in ot or control the foregoing matters.

Defense of Third Party Claims and Extension of Statute of Limitations. (a) The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party") Party shall have the right in its discretion and at its expense to participate in and control (ai) the defense or settlement of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any other person Person (but excluding any matter described in Section 6.8(f)) other than a party hereto insofar as the Indemnified Party (a "Third Party Claim"), subject to the prior written consent of the Indemnified Party (which consent shall claim indemnification hereunder in respect thereof, not be unreasonably withheld or delayed) and (bii) any and all negotiations with respect thereto, and (c) the assertion of any claim against any insurer with respect theretothereof, and the Indemnified Party shall not settle any such claim, suit, action or proceeding Third Party Claim or agree to extend any applicable statute of limitation without the prior written approval of the Indemnifying Party, Party (which approval consent shall not be unreasonably withheld or delayed. The rights of participation); provided, control and approval granted to that the Indemnifying Party shall be subject as a condition precedent must admit that such Third Party Claim is indemnifiable pursuant to this Article IX. If the Indemnifying Party does not provide an admission that such party's acknowledging Third Party Claim is indemnifiable pursuant to this Article IX, the Indemnified Party, Party may (in writing, its sole discretion) elect to control the obligation defense of such Third Party Claim or permit the Indemnifying Party to indemnify control the other party hereto in respect defense of such third party's claimThird Party Claim. If the Indemnifying Party does not provide an admission that such Third Party Claim is indemnifiable pursuant to this Article IX and the Indemnified Party permits the Indemnifying Party to control the defense of such Third Party Claim, suitany legal or other expenses reasonably incurred by the Indemnified Party not otherwise paid by the Indemnifying Party pursuant to Section 9.5(b), action or proceeding giving rise shall be considered a Loss subject to indemnification pursuant to this Article IX if the underlying Third Party Claim results in an indemnifiable Loss. If the Indemnified Party elects to control the defense of such Third Party Claim (which, unless the Third Party Claim results in an indemnifiable Loss, shall be at the expense of the Indemnified Party), the Indemnified Party shall jointly consult and proceed with the Indemnifying Party with respect to such itemThird Party Claim. Upon such acknowledgement, the The Indemnified Party will provide the Indemnifying Party with all reasonably available information, reasonable assistance and authority to enable the Indemnifying Party to effect such defense or settlement and upon the Indemnifying Party's payment of any amounts due in respect of such claim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in respect of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect theretoto such Third Party Claim; provided, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and that the Indemnifying Party shall have no right to participate promptly reimburse the Indemnified Party for all of its reasonable out-of-pocket expenses and reasonable attorneys' fees incurred in ot control the foregoing mattersconnection with such assistance.

Defense of Third Party Claims and Extension of Statute of Limitations. The party (i) Subject to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Purchasers’ obligations under Section 7.2(c)(i), the Indemnifying Party") Party shall have the right right, in its discretion and at its expense expense, to participate in and control (aA) the defense or settlement of any claim, suit, action or proceeding Claim (including appeals) (a “Third Party Claim”) in respect of such item (or items) by any other person Person other than a party hereto insofar as the Indemnified Party, subject to the prior written consent of the Indemnified Party with respect to any non-monetary provisions of any settlement (which consent shall claim indemnification hereunder in respect thereofnot be unreasonably withheld, conditioned or delayed), (bB) any and all negotiations with respect theretothereof, and (cC) the assertion of any claim against any insurer with respect thereto. Notwithstanding the foregoing, Indemnifying Party’s right to control any settlement or litigation (excluding any settlement or litigation associated with the Tax Dispute, which shall be governed by Schedule 6.8) is further subject to the following: (x) in the event that the Claim is being made by a third party who is a counterparty to any Material Contract, then Purchasers shall have the right to participate in the defense of such Claim, including by retaining legal counsel (at their sole cost and the Indemnified Party shall not settle any such claim, suit, action or proceeding or agree to extend any applicable statute of limitation without the prior written approval of expense) and consulting with the Indemnifying Party, although the Indemnifying Party shall ultimately control the defense of such Claim (which approval control and defense of the Claim shall be exercised in a reasonable manner); and (y) the Indemnifying Party shall only settle claims with the prior written consent of Purchasers (which consent shall not be unreasonably withheld withheld, conditioned or delayed. The rights of participation, control and approval granted to the Indemnifying Party shall be subject as a condition precedent to such party's acknowledging to the Indemnified Party, in writing, the obligation of the Indemnifying Party to indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item). Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance and authority to enable the Indemnifying Party to effect such defense or settlement and upon the Indemnifying Party's ’s payment of any amounts due in respect of such claim, suit, action or proceedingThird Party Claim, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in respect of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in ot control the foregoing matters.

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party") shall have the right in its discretion and at its expense to participate in and control (a) A party seeking indemnity hereunder shall provide the defense Sellers’ Representative (if indemnity is sought from the Sellers including out of the Escrow Fund) or settlement the Buyer (if indemnity is sought from the Buyer) (the party from whom indemnity is sought, an “Indemnifying Party”) with prompt notice of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any other person Person (but excluding any matter described in Section 7.5(a)) other than a party hereto insofar as the Indemnified Party shall claim indemnification hereunder in respect thereof, (b) any and all negotiations with respect thereto, and (c) a “Third-Party Claim”); provided that the assertion of any claim against any insurer with respect thereto, and the Indemnified Party shall not settle any failure to provide such claim, suit, action or proceeding or agree to extend any applicable statute of limitation without the prior written approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. The rights of participation, control and approval granted notice to the Indemnifying Party shall be subject as a condition precedent to such party's acknowledging to the Indemnified Party, in writing, the obligation of not release the Indemnifying Party from any of its obligations under this Article X except and only to indemnify the other party hereto extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have the right in respect its discretion and at its expense to participate in and control the defense or settlement of such third party's claimThird-Party Claim, suitprovided that the Indemnifying Party may control the defense or settlement of such Third-Party Claim only if (i) the subject matter of such Third Party claim does not involve an attempt by the claimant to restrain or enjoin the Company or the Subsidiaries from engaging in their respective ongoing businesses (as opposed to the payment of money damages), action or proceeding giving rise (ii) does not involve criminal allegations, (iii) the Indemnifying Party admits that such Third Party Claim is indemnifiable pursuant to this Article X and that the Indemnifying Parties will pay any Losses arising therefrom (subject to the limitations in this Article X (including, without limitation, the Indemnification Basket and the limitations in Section 10.2(f))), and (iv) such itemIndemnifying Party assumes the defense of such Third-Party Claim within thirty (30) days of receipt by the Indemnifying Party of notice of such Third-Party Claim and a reasonable description of such Third-Party Claim. Upon In the event that the Indemnifying Party assumes the defense of such acknowledgementThird-Party Claim, (I) the Indemnifying Party shall not be liable to any Indemnified Party for any legal expenses subsequently incurred by the Indemnified Parties in connection with the defense thereof (except as provided in Section 10.6(b) below) and (II) the Indemnified Party will provide the Indemnifying Party with all reasonably available information, reasonable assistance and authority to enable the Indemnifying Party to effect such defense or settlement and upon the Indemnifying Party's payment of any amounts due in respect of such claim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in respect of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and to such Third-Party Claim; provided that the Indemnifying Party shall have no right to participate promptly reimburse the Indemnified Party for all of its out-of-pocket expenses and reasonable attorneys’ fees incurred in ot control the foregoing mattersconnection with such assistance.

Defense of Third Party Claims and Extension of Statute of Limitations. The party Any Indemnified Party shall in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (Agreement. If requested by the "Indemnifying Party") shall have the right in its discretion and at its expense to participate in and control (a) the defense or settlement of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any other person other than a party hereto insofar as the Indemnified Party shall claim indemnification hereunder join in respect thereofany action, (b) any and all negotiations with respect theretolitigation, and (c) arbitration or proceeding, provided that the assertion Indemnifying Party shall pay the costs of any claim against any insurer with respect theretothe Indemnified Party, and the including reasonable attorney's fees, caused by such joinder. The Indemnified Party shall not settle or compromise any such claim or asserted claim, suit, action or proceeding or nor agree to extend any applicable statute of limitation limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written approval consent of the Indemnifying Party, which approval consent shall not be unreasonably withheld or delayedwithheld. The rights Any right of participation, control and approval granted to participation of the Indemnifying Party shall be subject subject, as a condition precedent precedent, to such party's acknowledging to the Indemnified Party, in writing, the obligation of the Indemnifying Party to indemnify the other party hereto in respect accordance with the terms of such third party's claim, suit, action or proceeding giving rise to such itemthis Agreement. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with will all reasonably available information, assistance assistance, and authority to enable the Indemnifying Party to effect jointly participate in such defense or settlement settlement, and upon the Indemnifying Party's payment of any amounts due in with respect of to such claim, suit, action or proceedingProceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties in with respect of to which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in ot control the foregoing matters.