Common use of Indemnified Claims Clause in Contracts

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. (a) If any claim, proceeding proceeding, liability (including a liability for Tax) 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 an Indemnified Party by a third party for which Acquiror, Target or any of its subsidiaries the Indemnified Party may be entitled to indemnification, Acquiror, Target or its subsidiaries, as applicable, the Indemnified Party shall give notice (the "an “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 any such Claim. Acquiror, Target or its subsidiaries, as applicable, An Indemnified Party 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, the Indemnified Party 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 applicablethe Indemnified Party. Acquiror, Target and its subsidiaries An Indemnified Party 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 the Indemnified Party may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries the Indemnified Party may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries the Indemnified Party 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. (a) 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 Acquirorany Indemnified Party by any Person, Target or including any of its subsidiaries by a third party party, for which Acquiror, Target or any of its subsidiaries such Indemnified Party may be entitled to indemnificationindemnification pursuant to Section 8.1, Acquiror, Target then Levon or its subsidiaries, as applicable, SciVac shall give notice (the "“Indemnity Notice"”) to Spinco specifying the particulars of such Claim within 20 days after it receives notification of the Claim; provided, however, that any failure of Levon or SciVac to provide notice to Spinco within such 20-day period shall not relieve Spinco of its obligations under Section 8.1, except to the extent that Spinco is materially prejudiced by such delay. Spinco shall have the right to participate in any negotiations or proceedings with respect to such Claim. Acquiror, Target Levon or its subsidiariesSciVac, as applicable, shall not settle or compromise any such Claim without the prior written consent of Spinco, unless Spinco has not, within 20 10 Business Days after the giving of the Indemnity Notice, given notice to Acquiror, Target Levon or its subsidiariesSciVac, 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 Levon or its subsidiariesSciVac, as applicable. AcquirorLevon or SciVac, Target and its subsidiaries as applicable, 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 Levon or its subsidiaries SciVac may assume the defence of such Claim. In such event, AcquirorLevon or SciVac, Target or its subsidiaries may assume the defence of such Claim. In such eventas applicable, Acquiror, Target or its subsidiaries may compromise or settle such Claim without the consent of Spinco. If Spinco shall provide to Levon and SciVac all files, books, records and other information in their possession or control which may be relevant to the Effective Date occurs, this Section 8.2 shall survive the termination defence of this Agreementsuch Claim.

Indemnified Claims. (a) If any claim, proceeding proceeding, liability (including a liability for Tax) or other matter resulting from the occurrence of any of the events contemplated by Section 8.1 7.1 above (a "“Claim"”) is made against Acquiror, Target or any of its subsidiaries an Indemnified Party by a third party for which Acquiror, Target or any of its subsidiaries the Indemnified Party may be entitled to indemnification, Acquiror, Target or its subsidiaries, as applicable, the Indemnified Party shall give notice (the "an “Indemnity Notice"”) to Spinco SpinCo specifying the particulars of such Claim within 20 days after it receives notification of the Claim. Spinco SpinCo shall have the right to participate in any negotiations or proceedings with respect to any such Claim. Acquiror, Target or its subsidiaries, as applicable, An Indemnified Party shall not settle or compromise any such Claim without the prior written consent of SpincoSpinCo, unless Spinco SpinCo has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to Acquiror, Target or its subsidiaries, as applicable, the Indemnified Party that it wishes to dispute such Claim. If Spinco 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 applicablethe Indemnified Party. Acquiror, Target and its subsidiaries An Indemnified Party shall provide to Spinco 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 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 the Indemnified Party may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries the Indemnified Party may assume the defence of such Claim. In such event, Acquiror, Target or its subsidiaries the Indemnified Party may compromise or settle such Claim without the consent of SpincoSpinCo. If the Effective Date occurs, this Section 8.2 7.2 shall survive the termination of this Agreement.

Indemnified Claims. If The Storm ExploreCo Conveyance Agreement and/or other agreement(s) entered into pursuant to the transactions contemplated by this Agreement shall provide that if any claim, proceeding or other matter resulting from the occurrence of any of the events contemplated by Section 8.1 7.1 above (a "“Claim"”) is made against AcquirorARC, Target ARC Resources, Storm or any of its subsidiaries by a third party for which AcquirorARC, Target ARC Resources, Storm or any of its their respective subsidiaries may be entitled to indemnification, Acquiror, Target ARC or its ARC Resources or Storm or their respective subsidiaries, as applicable, shall give notice (the "“Indemnity Notice"”) to Spinco ExploreCo specifying the particulars of such Claim within 20 days after it receives notification of the Claim. Spinco ExploreCo shall have the right to participate in any negotiations or proceedings with respect to such Claim. AcquirorFurthermore, Target ARC, ARC Resources, Storm or its subsidiaries, as applicable, shall not settle or compromise any such Claim without the prior written consent of SpincoExploreCo, unless Spinco ExploreCo has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to AcquirorARC, Target ARC Resources, Storm or its subsidiaries, as applicable, that it wishes to dispute such Claim. If Spinco ExploreCo 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 AcquirorARC, Target ARC Resources, Storm or its subsidiaries, as applicable. AcquirorARC, Target ARC Resources, Storm and its subsidiaries shall agree to provide to Spinco ExploreCo all files, books, records and other information in their possession or control which may be relevant to the defence of such Claim. ARC and Storm shall co-operate in all reasonable respects in the defence of such Claim. If Spinco ExploreCo fails after the giving of such notice, diligently and reasonably to defend such Claim throughout the period that such Claim exists, its right to defend the Claim shall terminate and AcquirorARC, Target ARC Resources, Storm or its subsidiaries may assume the defence of such Claim. In such event, AcquirorARC, Target or its subsidiaries may assume the defence of such Claim. In such eventARC Resources, Acquiror, Target Storm 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 AgreementExploreCo.