Indemnification by SRCR Clause Samples

Indemnification by SRCR. SRCR agrees to indemnify, defend and hold harmless ARM from and against any losses, costs, damage(s) and expenses (including but not limited to attorneys' fees and costs) incurred by ARM and resulting from any breach by SRCR of any of SRCR's representations, warranties, and covenants set forth in this Agreement. ARM shall promptly notify SRCR of the existence of any claim, demand or other matter to which SRCR's indemnification obligations would apply and shall give SRCR reasonable opportunity to defend the same at its own expense and with counsel of its own selection; provided, that ARM shall at all times also have the right to fully participate in the defense at its own expense. If SRCR shall, within a reasonable time after this notice, fail to defend, ARM shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf of SRCR. If the claim is one that cannot by its nature be defended solely by SRCR, ARM shall make available all information and assistance that SRCR may reasonably request. 10.2.1 Any time after the Closing Date, but limited to one (1) year after the Closing Date, ARM shall inform SRCR by written notification ("Claim Notice") of any claim for indemnification under Section 10.2. SRCR shall have ten (10) days from the date of the Claim notice in which to dispute any such claim. If ARM does not receive written notification ("SRCR's Notice") of any such dispute prior to 5:00 p.m. on the tenth (10th) day following the date of the Claim Notice such claim shall be deemed to be approved. In the event that all or any portion of a claim remains unresolved twenty (20) days after the date of SRCR's Notice after good faith efforts to resolve the claim, ARM and SRCR shall attempt to resolve such claim through mediation, and then, if necessary, by arbitration in accordance with the procedures described in Section 23.