Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 53 contracts
Samples: Asset Purchase Agreement (Atkore International Holdings Inc.), Asset Purchase Agreement (Atkore International Holdings Inc.), Asset Purchase Agreement (Atkore International Holdings Inc.)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claimThird Party Claim, suit, action or proceedingproceeding brought against an Indemnified Person, then any failure of the Indemnified Person to defend or to participate in the defense of any such claimThird Party Claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of any of its obligations hereunderunder this Agreement.
Appears in 7 contracts
Samples: Merger Agreement (American Real Estate Partners L P), Membership Interest Purchase Agreement (American Real Estate Partners L P), Merger Agreement (American Real Estate Partners L P)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action claim or proceedingProceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action claim or proceeding Proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 2 contracts
Samples: Pre Purchase Agreement (National Fuel Gas Co), Purchase Agreement (National Fuel Gas Co)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action claim or proceedingProceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claimclaim or Proceeding, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does Persons do not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person Persons of its their obligations hereunder.
Appears in 2 contracts
Samples: Acquisition and Stock Exchange Agreement (Ubics Inc), Share Purchase Agreement (Ubics Inc)
Failure of Indemnifying Person to Act. In the event that the ------------------------------------- Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Mergers (Security Capital Group Inc/), Stock Purchase Agreement (CFW Communications Co)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cheshire Distributors Inc)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend defense or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Abovenet Communications Inc)
Failure of Indemnifying Person to Act. In the event that If the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Failure of Indemnifying Person to Act. In the event that the ------------------------------------- Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunderobligations.
Appears in 1 contract
Failure of Indemnifying Person to Act. In the event that that, after receipt by the Indemnifying Person of the notice provided for in Section 13.5, the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Devry Inc)
Failure of Indemnifying Person to Act. In the event that --------------------------------------------------- the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Failure of Indemnifying Person to Act. In the event that ------------------------------------- the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Communications Group Inc/De/)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunder.
Appears in 1 contract
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its obligations hereunderobligations.
Appears in 1 contract
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person EAI to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person of its his obligations hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Engineering Animation Inc)
Failure of Indemnifying Person to Act. In the event that the Indemnifying Person does Person(s) do not elect to assume the defense of any claim, suit, action or proceeding, then any failure of the Indemnified Person Persons to defend or to participate in the defense of any such claim, suit, action or proceeding or to cause the same to be done, shall not relieve the Indemnifying Person Person(s) of its their obligations hereunder.
Appears in 1 contract
