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. (b) Notwithstanding Section 8.2(a): (i) if a Claim described in Section 8.2(a) includes or would reasonably be expected to include both a Claim for Taxes that are Indemnified Liabilities (an “Indemnified Tax Claim”) and a Claim for Taxes that are not Indemnified Liabilities (an “Unindemnified Tax Claim”), the Indemnified Party shall use reasonable commercial efforts to separate the defence of the Indemnified Tax Claim from the defence of the Unindemnified Tax Claim, and in the case of such separation Spinco shall have the rights provided in Section 8.2(a) in respect of the Indemnified Tax Claim only; (ii) if the Indemnified Party is not able to separate the defence of the Indemnified Tax Claim from the defence of the Unindemnified Tax Claim: (A) the Indemnified Party shall have the right to assume the defence of both such Claims, including the right to settle either or both of such Claims; (B) the Indemnified Party shall act in good faith with a view to the merits in connection with the defence of the Indemnified Tax Claim; and (C) the Indemnified Party shall afford Spinco the opportunity to participate in the defence of the Indemnified Tax Claim, provide Spinco with notice and access to documentation and information as is reasonable in the circumstances, otherwise keep Spinco updated and informed, and consult with Spinco with respect to the defence of the Indemnified Tax Claim; (iii) the Indemnified Party shall provide Spinco with notice of the resolution of any Indemnified Tax Claim within 20 days of such resolution; (iv) without limiting in any respect the Indemnified Party’s right to settle any such Indemnified Claim in its absolute discretion, in the event that Spinco objects to a resolution of an Indemnified Tax Claim by delivering notice to the Indemnified Party within 20 days of receiving the notice set out in (iii), a neutral nationally recognized accountant (the “Tax Arbitrator”) that is mutually reasonably satisfactory to the parties shall determine the amount, if any, by which: (A) the amount of Tax for which the Indemnified Tax Claim was resolved; exceeds (B) the amount of Tax for which the Indemnified Tax Claim could reasonably have been expected to be resolved if it had been the only matter in dispute; (v) if the Tax Arbitrator determines that the amount specified in 8.2(b)(iv)(A) does not exceed the amount specified in 8.2(b)(iv)(B), Spinco shall be liable for: (A) pursuant to Section 8.1, the Indemnified Tax Claim based on the amount specified in Section 8.2(b)(iv)(A); and (B) all costs and expenditures in respect of the arbitration, including the Indemnified Party’s reasonable costs; (vi) if the Tax Arbitrator determines that the amount specified in Section 8.2(b)(iv)(A) exceeds the amount specified in Section 8.2(b)(iv)(B) (A) pursuant to section 8.1, Spinco shall be liable for the Indemnified Tax Claim based on the amount specified in Section 8.2(b)(iv)(B); and (B) the Indemnified Party shall be liable for Spinco’s reasonable costs in respect of the arbitration. (c) For greater certainty, notwithstanding any other provision of this Agreement to the contrary, Acquiror shall be entitled to control in all respects any Tax proceedings relating to any consolidated, combined or unitary group that includes Acquiror or any of its subsidiaries, and the above provisions of this Section 8.2 shall not apply to any such Tax proceedings.

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, defence of such Claim. (b) Spinco shall pay any amount owing to Levon or SciVac pursuant to this Section 8.2 Article 8 within five (5) Business Days after determination of such amount. All such payments shall survive the termination be by wire transfer of this Agreementimmediately available funds in U.S. Dollars to an account specified in writing by Levon or SciVac.

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.