Common use of Defense or Prosecution of Claims Clause in Contracts

Defense or Prosecution of Claims. If the facts giving rise to any indemnification provided for herein shall involve any actual or threatened claim or demand by any person other than a Party hereto, Lessee shall be entitled, upon its election, by written notice given to Lessor within fifteen (15) days of receiving notice of such claim or demand [or, in the case of summary proceedings, five (5) days after the date on which notice of the claim or demand is given to Lessee (without prejudice to the right of Lessor to participate at its expense through counsel of its own choosing)] to assume the defense or prosecution of such claim and any litigation resulting therefrom at its expense and through counsel of its own choosing; provided, however, that, if by reason of the claim of such third party, a lien, attachment, garnishment, or execution is placed upon any of Lessor's property or assets, Lessee, if it desires to exercise its right to defend or prosecute such claim or litigation, shall furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment, or execution; and provided further, that Lessor shall control the defense of itself in any litigation instituted against it without prejudice to its rights to be indemnified hereunder or to participate in such action, if not named as a party. If Lessee assumes the defense or prosecution of any such claim or litigation, it shall take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and shall hold Lessor harmless from and against all losses caused by or arising out of any settlement thereof or any judgment in connection therewith (other than its expenses for participating in such defense, prosecution, or settlement). Lessee shall not, in the defense or prosecution of such claim or litigation, except with the written consent of Lessor, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving to Lessor by the third party of a release from all liability regarding such claim or litigation. Lessor shall cooperate in the defense or prosecution of such claim or litigation. If Lessee fails to assume the defense or prosecution of any such claim or litigation, Lessor may defend against or prosecute such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation, after giving written notice thereof to Lessee, on such terms as Lessor may deem appropriate; and Lessee will promptly reimburse Lessor for the "losses" incurred as a result of such settlement, together with the amount of all reasonable legal and other expenses incurred by Lessor in connection with the defense, prosecution, or settlement of such claim or litigation. If no settlement of such claim or litigation is made, Lessee shall promptly reimburse Lessor for the amount of any judgment rendered with respect to such claim or such litigation and for all reasonable expenses, legal and other, incurred by Lessor in connection with any such judgment.

Defense or Prosecution of Claims. If the facts giving rise to any indemnification provided for herein shall involve any actual or threatened claim or demand by any person other than a Party hereto, Lessee shall be entitled, upon its election, by written notice given to Lessor within fifteen (15) days of receiving notice of such claim or demand [or, in the case of summary proceedings, five (5) days after the date on which notice of the claim or demand is given to Lessee (without prejudice to the right of Lessor to participate at its expense through counsel of its own choosing)] to assume the defense or prosecution of such claim and any litigation resulting therefrom at its expense and through counsel of its own choosing; provided, however, that, if by reason of the claim of such third party, a lien, attachment, garnishment, or execution is placed upon any of Lessor's property or assets, Lessee, if it desires to exercise its right to defend or prosecute such claim or litigation, shall furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment, or execution; and provided further, that Lessor shall control the defense of itself in any litigation instituted against it without prejudice to its rights to be indemnified hereunder or to participate in such action, if not named as a party. If Lessee Xxxxxx assumes the defense or prosecution of any such claim or litigation, it shall take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and shall hold Lessor harmless from and against all losses caused by or arising out of any settlement thereof or any judgment in connection therewith (other than its expenses for participating in such defense, prosecution, or settlement). Lessee shall not, in the defense or prosecution of such claim or litigation, except with the written consent of Lessor, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving to Lessor by the third party of a release from all liability regarding such claim or litigation. Lessor shall cooperate in the defense or prosecution of such claim or litigation. If Lessee Xxxxxx fails to assume the defense or prosecution of any such claim or litigation, Lessor may defend against or prosecute such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation, after giving written notice thereof to Lessee, on such terms as Lessor may deem appropriate; and Lessee Xxxxxx will promptly reimburse Lessor for the "losses" incurred as a result of such settlement, together with the amount of all reasonable legal and other expenses incurred by Lessor in connection with the defense, prosecution, or settlement of such claim or litigation. If no settlement of such claim or litigation is made, Lessee Xxxxxx shall promptly reimburse Lessor for the amount of any judgment rendered with respect to such claim or such litigation and for all reasonable expenses, legal and other, incurred by Lessor Xxxxxx in connection with any such judgment.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, the applicable Circle K Indemnified Party or CrossAmerica Indemnified Party seeking indemnification (as applicable, the "Indemnified Party") shall deliver a written claim for indemnification to the indemnifying party or parties (as the case may be, the "Indemnifying Party"), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the indemnifiable Losses arising therefrom. Thereafter, the Indemnified Party shall provide to Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to any a claim for indemnification provided for herein shall involve any actual or threatened hereunder arise out of a claim or demand made by any person other than the Indemnified Party or its affiliates (including, without limitation, any governmental or regulatory authority, a Party hereto"Third Party"), Lessee shall be entitled, upon its election, by written notice given or if in response to Lessor within fifteen (15) days of receiving notice of any such claim or demand [or, in the case of summary proceedings, five (5) days after the date on which notice of the there is any claim or demand is given to Lessee made against a Third Party (without prejudice to any such claim or demand by or against a Third Party being a "Third Party Claim"), then the right of Lessor to participate Indemnifying Party may, at its expense through counsel of its own choosing)] to option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within 15 days after the Indemnified Party has provided the Indemnifying Party with notice of such Third Party claim and any litigation resulting therefrom at its expense and through counsel of its own choosing; provided, however, that, if by reason of that the claim of such third party, a lien, attachment, garnishment, or execution is placed upon any of Lessor's property or assets, Lessee, if it desires to exercise its right to defend or prosecute such claim or litigation, shall furnish a satisfactory indemnity bond to obtain Indemnifying Party will indemnify the prompt release of such lien, attachment, garnishment, or execution; and provided further, that Lessor shall control the defense of itself in any litigation instituted against it without prejudice to its rights to be indemnified hereunder or to participate in such action, if not named as a party. If Lessee assumes the defense or prosecution of any such claim or litigation, it shall take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and shall hold Lessor harmless Indemnified Party from and against the entirety of any and all losses caused by or Losses subject to indemnification hereunder which the Indemnified Party incurs, arising out of the Third Party Claim, (ii) such claim involves only money damages and does not seek an order, injunction or other equitable relief against any settlement thereof or any judgment in connection therewith Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other than its expenses for participating in such defense, prosecution, or settlement). Lessee shall nothand, in the defense or prosecution of such claim, and (iv) the Indemnifying Party conducts defense of the Third Party Claim actively and diligently. After any assumption of the defense or prosecution of any claim or litigationby the Indemnifying Party, except the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses thereafter incurred by the Indemnified Party in connection with the written consent of Lessordefense or prosecution thereof. In any such event, consent to whether or not the entry of any judgment Indemnifying Party does so assume the defense or enter into any settlement that does not include as an unconditional term thereof prosecution thereof, the giving to Lessor by Indemnifying Party and the third party of a release from all liability regarding such claim or litigation. Lessor Indemnified Party shall cooperate in the defense or prosecution thereof and shall furnish such records and information and attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no indemnification obligations with respect to any claim that is settled by the Indemnified Party without the prior written consent of such the Indemnifying Party (which shall not be unreasonably withheld or delayed), other than any claim or litigation. If Lessee fails demand as to assume which the Indemnifying Party shall not have assumed the defense or prosecution thereof. Similarly, the Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), unless the settlement will be fully satisfied by payment of money by the Indemnifying Party, results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, and involves no finding or admission of any such claim violation of law or litigation, Lessor may defend against or prosecute such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation, after giving written notice thereof to Lessee, on such terms as Lessor may deem appropriate; and Lessee will promptly reimburse Lessor for the "losses" incurred as a result of such settlement, together with the amount of all reasonable legal and other expenses incurred by Lessor in connection with the defense, prosecution, or settlement of such claim or litigation. If no settlement of such claim or litigation is made, Lessee shall promptly reimburse Lessor for the amount rights of any judgment rendered with respect to such claim or such litigation and for all reasonable expenses, legal and other, incurred by Lessor in connection with person on the part of any such judgmentIndemnified Party.

Defense or Prosecution of Claims. As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, a party entitled to indemnification hereunder (the “Indemnified Party”) shall deliver a written claim for indemnification to an indemnifying party or parties (individually or collectively, the “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim. If the facts giving rise to any a claim for indemnification provided for herein shall involve any actual or threatened claim or demand by any person other than a Party hereto, Lessee shall be entitled, upon its election, by written notice given to Lessor within fifteen (15) days of receiving notice of such claim or demand [or, in the case of summary proceedings, five (5) days after the date on which notice hereunder arise out of the claim of any third party, or demand if there is given to Lessee (without prejudice to any claim against a third party, the right of Lessor to participate Indemnifying Party may, at its expense through counsel of its own choosing)] to option, assume the defense or the prosecution thereof, with counsel satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, unless (i) such claim and seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) such claim is in respect of any litigation resulting therefrom at its expense and through counsel of its own choosing; provided, however, that, if by reason of the claim of such third party, a lien, attachment, garnishmentEnvironmental Matters, or execution (iii) the Indemnified Party shall have reasonably concluded that there is placed upon any a conflict of Lessor's property or assets, Lessee, if it desires to exercise its right to defend or prosecute such claim or litigation, shall furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment, or execution; interest between Seller and provided further, that Lessor shall control the defense of itself in any litigation instituted against it without prejudice to its rights to be indemnified hereunder or to participate in such action, if not named as a party. If Lessee assumes the defense or prosecution of any such claim or litigation, it shall take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and shall hold Lessor harmless from and against all losses caused by or arising out of any settlement thereof or any judgment in connection therewith (other than its expenses for participating in such defense, prosecution, or settlement). Lessee shall not, Buyer in the defense or prosecution of such claim or litigation, except with the written consent claim. After any assumption of Lessor, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving to Lessor by the third party of a release from all liability regarding such claim or litigation. Lessor shall cooperate in the defense or prosecution of such claim or litigation. If Lessee fails to assume the defense or prosecution of any such claim or litigationby the Indemnifying Party, Lessor may defend against or prosecute such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation, after giving written notice thereof shall not be liable to Lessee, on such terms as Lessor may deem appropriate; and Lessee will promptly reimburse Lessor the Indemnified Party for the "losses" incurred as a result of such settlement, together with the amount of all reasonable any legal and other expenses thereafter incurred by Lessor the Indemnified Party in connection with the defense, prosecution, defense or settlement prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such claim defense or litigationprosecution. If In any such event, whether or not the Indemnifying Party does so assume the defense or prosecution thereof, Seller and Buyer shall cooperate in:the defense or prosecution thereof and shall furnish such records and information and attend’at such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall have no settlement of such claim or litigation is made, Lessee shall promptly reimburse Lessor for the amount of any judgment rendered indemnification obligations with respect to such any claim or such litigation and for all reasonable expensesdemand that is settled by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), legal and other, incurred by Lessor in connection with other than any such judgmentclaim or demand as to which the Indemnifying Party shall not have assumed the defense or prosecution thereof.