Indemnification by Shared Technologies Clause Samples

Indemnification by Shared Technologies. Shared Technologies hereby agrees to indemnify and hold harmless Fasteners against any and all losses, liabilities and damages or actions or claims (or actions or proceedings whether commenced or threatened) in respect thereof (herein- after referred to collectively as "STI Losses") resulting from (x) losses related to or arising out of the telecommunications systems and service business of Fairchild Communication Ser- vices Company and (y) the other obligations of Fairchild expressly assumed by Shared Technologies as specified on Schedule 9.1 to the Merger Agreement (including without limita- tion counsel fees and expenses of Fasteners in the event Shared Technologies fails to assume the defense thereof). Notwith- standing the foregoing, in no event shall Fasteners be entitled to indemnification for, and the term "STI Losses" shall not include, any consequential damages or damages which are specu- lative, remote or conjectural (except to the extent represented by a successful claim by a third party). If any action, proceeding or claim shall be brought or asserted against Fasteners by any third party, which action, proceeding or claim, if determined adversely to the interests of Fasteners would entitle Fasteners to indemnity pursuant to this Agreement, Fasteners shall promptly, but in no event later than 10 days from the date Fasteners receives written notice of such action, proceeding or claim, notify Shared Technologies of the same in writing specifying in detail the basis of such claim and the facts pertaining thereto (but the failure to give such notice in a timely fashion shall not affect Shared Tech- nologies' obligations under this Section 2 except to the extent it prejudiced or damaged Shared Technologies' ability to defend, settle or compromise such claim or to pay any Losses resulting therefrom), and Shared Technologies shall be entitled (but not obligated) to assume the defense thereof by giving written notice thereof within 10 days after Shared Technologies received notice of the claim from Fasteners to Fasteners and have the sole control of defense and settlement thereof (but only, with respect to any settlement, if such settlement involves an unconditional release of Fasteners or any of its subsidiaries), including the employment of counsel and the pay- ment of all expenses.