Indemnified Claims. In the event of a claim, suit, action, or proceeding, the Party claiming indemnification pursuant to this Section 7 (the “Indemnified Party”) will give the other Party (the “Indemnifying Party”) prompt notice of the claim, suit, action, or proceeding, will reasonably cooperate with the defence of such claim, suit, action, or proceeding at the Indemnifying Party’s expense, and participate in the defence of any such claim at the Indemnifying Party’s expense. The Indemnifying Party shall: (i) pay all the Indemnified Party’s reasonable costs of defence as they come due; (ii) retain separate, reasonably acceptable legal counsel if the Indemnifying Party asserts or reserves the right to later assert claims against the Indemnified Party in connection with the indemnified claims; (iii) have the right to compromise and settle or defend and pay any judgment arising out of indemnified claims, provided it can demonstrate to the Indemnified Party’s reasonable satisfaction that it has resources sufficient to pay any settlement or judgment; and (iv) will promptly pay any settlement or final judgment entered against the Indemnified Party in connection with any indemnified claim.
Indemnified Claims. If any claim, proceeding or other matter resulting from the occurrence of any of the events contemplated by Section 8.1 above (a "Claim") is made against Acquiror, Target or any of its subsidiaries by a third party for which Acquiror, Target or any of its subsidiaries may be entitled to indemnification, Acquiror, Target or its subsidiaries, as applicable, shall give notice (the "Indemnity Notice") to Spinco specifying the particulars of such Claim within 20 days after it receives notification of the Claim. Spinco shall have the right to participate in any negotiations or proceedings with respect to such Claim. Acquiror, Target or its subsidiaries, as applicable, shall not settle or compromise any such Claim without the prior written consent of Spinco, unless Spinco has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to Acquiror, Target or its subsidiaries, as applicable, that it wishes to dispute such Claim. If Spinco does give such a notice, it shall have the right to assume the defence of such Claim and to defend such Claim in the name of Acquiror, Target or its subsidiaries, as applicable. Acquiror, Target and its subsidiaries shall provide to Spinco all files, books, records and other information in their possession or control which may be relevant to the defence of such Claim. If Spinco fails after giving such notice, diligently and reasonably to defend such Claim throughout the period such Claim exists, its right to defend the Claim shall terminate and Acquiror, Target or its subsidiaries may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries may compromise or settle such Claim without the consent of Spinco. If the Effective Date occurs, this Section 8.2 shall survive the termination of this Agreement.
Indemnified Claims. The Company or Octel shall promptly notify the other in writing of any proposed adjustment (including any inquiry regarding foreign Taxes) to a Tax Return that may result in liability, or entitlement to refund, of the other party (the "Indemnitor") under this Agreement. The Indemnitor shall have the option of assuming sole responsibility for contesting the proposed adjustment by providing written notice to the other party (the "Indemnitee") of its intention to do so within 20 days of receiving written notice of the proposed adjustment; provided, however, that notwithstanding anything to the contrary herein, with respect to a proposed adjustment relating to Taxes for which Octel potentially could reduce its indemnity liability under Section 2.3(b) (unless Octel agrees in writing to forego any such potential reduction) (i) the Company shall be entitled to control any proceeding relating to any such Taxes to the extent such Taxes could be included on a Tax Return of a member of the Company Group; (ii) the Company shall not settle any such proceeding without the consent of Octel (such consent not to be unreasonably withheld), (iii) Octel and its representatives, at Octel's expense, shall be entitled to participate in all conferences and meetings relating to such proceeding with any Tax authority, and (iv) the Company shall provide Octel and its representatives with any documentation, protests, memoranda of fact and law and briefs prior to their submission in connection with such proceeding and the Company shall consider any comments that Octel may have with respect to such documents. If the Indemnitor elects to assume responsibility for contesting a proposed adjustment, it may employ counsel of its choice at the Indemnitor's expense. In addition, the Indemnitor shall provide the Indemnitee with information concerning the proposed adjustments and shall permit the Indemnitee and its representatives to participate in the proceeding at the Indemnitee's expense. If the Indemnitor does not exercise its options within such 20 day period, the Indemnitee shall be permitted (but not obligated) to contest or settle the proposed adjustment. If the Indemnitor does not exercise such option and the Indemnitee contests or settles the proposed adjustment, the Indemnitor shall reimburse the Indemnitee for the reasonable expenses incurred (including professional fees) in such contest.
Indemnified Claims. If any claim, demand, assessment or ------------------ liability, or cost incidental thereto (collectively, an "Indemnified Claim"), is ----------------- asserted against an Indemnified Party in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party pursuant to Section 9.2, such Indemnified Party will promptly notify Rite Aid or xxxxxxxxx.xxx, as the case may be (the "Indemnifying Party"), in writing. No ------------------ failure of an Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party from the obligation to indemnify the Indemnified Party unless and to the extent the Indemnifying Party is actually prejudiced by such failure. Such Indemnified Party will accord the Indemnifying Party the opportunity to assume entire control of the defense, compromise or settlement of any such Indemnified Claim through its own counsel and at its own expense; provided that no such compromise or settlement shall include any non-monetary -------- terms and conditions applicable to such Indemnified Party without the consent of the Indemnified Party; and provided further, that the Indemnified Parties may -------- ------- retain their own counsel at the Indemnifying Party's expense (the Indemnifying Party shall only be liable for the cost of one such counsel for all Indemnified Parties) if (i) the Indemnifying Party, within thirty (30) days after notice of any Indemnified Claim, fails to assume the defense of such Indemnified Claim or (ii) the representation of both the Indemnifying Party and the Indemnified Party would, in the reasonable judgment of the parties, be inappropriate due to actual or potential conflicting interests between them. If the Indemnifying Party does not assume entire control of the defense, compromise or settlement of such Indemnified Claim, the Indemnified Party may compromise or settle any such Indemnified Claim. xxxxxxxxx.xxx and Rite Aid each agrees to cooperate fully with respect to the defense of any Indemnified Claim.
Indemnified Claims. To indemnify the Indemnitee for any expenses or liabilities of any type whatsoever (including but not limited to judgments, fines, penalties or ERISA excise taxes and amounts paid in settlement) for which the Indemnitee has been or is indemnified by the Company otherwise than pursuant to this Agreement.
Indemnified Claims. UNLESS OTHERWISE SPECIFICALLY EXCLUDED BY SECTION 9.03(d), THE OBLIGATIONS OF THE COVERED ENTITY UNDER SECTION 9.03(b) SHALL INCLUDE, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF, OR IN ANY MANNER DIRECTLY OR INDIRECTLY CONNECTED WITH, THE FOLLOWING:
Indemnified Claims. TRX agrees to defend Expedia against, and pay the amount of any adverse final judgment or settlement to which TRX consents resulting from, any third party claim(s) (“Indemnified IP Claims”) that any TRX Tools or any portion thereof, or TRX’s provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that TRX is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and Expedia provides reasonable assistance in the defense and/or settlement of such claim.
Indemnified Claims. Subject to the further provisions hereof, from and after the Closing, Xxxxxxx shall defend, protect, indemnify and hold the Company and CEP, their affiliates, and their respective partners, members, managers, directors, officers, employees, contractors, and representatives (which additional parties, together with the Company and CEP, are hereinafter collectively referred to as the “CEP Parties”) harmless from and against any and all Claims arising from, out of or in connection with, or otherwise relating to:
Indemnified Claims. Medis shall indemnify and hold harmless Kensington, its successors, assigns, parent, subsidiaries and Affiliates, and the officers, directors, employees and agents of each of them, from and against any and all losses, damages and expenses of any nature (including reasonable attorneys’ fees) arising out of or relating directly or indirectly to any claim, suit, action, or proceeding (collectively, “Claims”) (i) that its performance or nonperformance under this Agreement infringes, violates or misappropriates any Intellectual Property Right of any third party; (ii) that Medis has or will violate any statute, regulation or rule of law in the manufacture, assembly, packaging or delivery of any Products (except to the extent of Kensington’s liability under Section 14); or (iii) based on the breach or alleged breach by Medis of any representation or warranty in this Agreement alleging personal injury, death, or property damage to a third party caused by a Product or related to a breach of the Product warranty as finally determined by the Parties (except to the extent such damage or Product defect was caused by or arose as a result of the acts of Kensington while the Product was in its control or custody, or in connection with the Packaging of the Products by Kensington, Kensington Work, or Kensington’s distribution of the Product).
Indemnified Claims. WTP agrees to defend MS against, and pay the ------------------ amount of any adverse final judgment or settlement to which WTP consents resulting from, any third party claim(s) ("Indemnified IP Claims") that any WTP Tools or any portion thereof, or WTP's provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that WTP is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and MS provides reasonable assistance in the defense and/or settlement of such claim.
