Common use of Indemnified Claims Clause in Contracts

Indemnified Claims. (a) A party entitled to indemnification under this Agreement (“Indemnified Party”) will give the party required to provide such indemnification (“Indemnifying Party”) prompt written notice of any Action with respect to which the Indemnified Party is entitled to indemnification (each an “Indemnified Claim”). The Indemnifying Party shall have the right, by giving notice to the Indemnified Party within ten (10) days after receiving notice of an Indemnified Claim stating that the Indemnifying Party is responsible for such Indemnified Claim (“Indemnity Notice Period”), at its expense, to defend against, negotiate, settle or otherwise deal with any Indemnified Claim with respect to which it is the Indemnifying Party and to have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party and selected by the Indemnifying Party; provided, that the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claim.

Indemnified Claims. If any claim, demand, assessment or liability, or cost incidental thereto (a) A party entitled to indemnification under this Agreement (“Indemnified Party”) will give the party required to provide such indemnification (“Indemnifying Party”) prompt written notice of any Action with respect to which the Indemnified Party is entitled to indemnification (each 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 7.02, such Indemnified Party will promptly notify Maxor or PHS as the case may be (the “Indemnifying Party”), in writing. The No failure of an Indemnified Party to so notify the Indemnifying Party shall have relieve the right, by giving notice Indemnifying Party from the obligation to indemnify the Indemnified Party within ten (10) days after receiving notice of an Indemnified Claim stating that unless and to the extent the Indemnifying Party is responsible for actually prejudiced by such failure. Such Indemnified Party will accord the Indemnifying Party the opportunity to assume entire control of the defense using counsel of its own choice, and compromise or settle any such Indemnified Claim (“Indemnity Notice Period”), 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, to defend againstthat 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, negotiate, settle or otherwise deal with within thirty (30) days after notice of any Indemnified Claim, fails to assume the defense of such Indemnified Claim with respect to which it is or (ii) the representation of both the Indemnifying Party and to have the Indemnified Party represented by counselwould, reasonably satisfactory in the reasonable judgment of the parties, be inappropriate due to the Indemnified Party and selected by actual or potential conflicting interests between them. If the Indemnifying Party; providedParty does not assume entire control of the defense, that compromise or settlement of such Indemnified Claim, the Indemnified Party may participate in compromise or settle any proceeding such Indemnified Claim. Maxor and PHS each agree to cooperate fully with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume respect to the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claim.

Indemnified Claims. If any claim, demand, assessment or ------------------ liability, or cost incidental thereto (a) A party entitled to indemnification under this Agreement (“collectively, an "Indemnified Party”) will give the party required to provide such indemnification (“Indemnifying Party”) prompt written notice Claim"), is ----------------- asserted against an Indemnified Party in respect of any Action with respect to which the Indemnified Party is entitled 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 (each the "Indemnifying Party"), in writing. No ------------------ failure of an “Indemnified Claim”). The Party to so notify the Indemnifying Party shall have relieve the right, by giving notice Indemnifying Party from the obligation to indemnify the Indemnified Party within ten (10) days after receiving notice of an Indemnified Claim stating that unless and to the extent the Indemnifying Party is responsible for 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 (“Indemnity Notice Period”), 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, to defend againstthat 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, negotiate, settle or otherwise deal with within thirty (30) days after notice of any Indemnified Claim, fails to assume the defense of such Indemnified Claim with respect to which it is or (ii) the representation of both the Indemnifying Party and to have the Indemnified Party represented by counselwould, reasonably satisfactory in the reasonable judgment of the parties, be inappropriate due to the Indemnified Party and selected by actual or potential conflicting interests between them. If the Indemnifying Party; providedParty does not assume entire control of the defense, that compromise or settlement of such Indemnified Claim, the Indemnified Party may participate in compromise or settle any proceeding such Indemnified Claim. xxxxxxxxx.xxx and Rite Aid each agrees to cooperate fully with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume respect to the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claim.

Indemnified Claims. (ai) A Subject to the special procedures for third party entitled to claims set forth in item "ii" listed below, whenever any Claim shall arise for indemnification under this Agreement hereunder, the Party or Parties seeking indemnification (“in each such case, the "Indemnified Party”") will give shall notify the party required to provide Party or Parties from whom indemnification is being sought (in each such indemnification (“case, the "Indemnifying Party”") prompt written notice of such claim in writing promptly and in no case later than thirty (30) days after such Indemnified Party has actual knowledge of the facts constituting the basis for such claim. Each Indemnified Party shall also so notify the Indemnifying Party promptly and in no case later than fifteen (15) days after the commencement of any Action legal proceedings with respect to any such Claim. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party to the extent the Indemnifying Party is not prejudiced as a proximate result of such failure. Such notice shall specify all facts known to such Indemnified Party giving rise to the indemnification sought and the amount or an estimate of the amount of the obligation or liability arising therefrom. Such notice shall also include photocopies of all relevant communications received from third party claimants and their attorneys. The right of such Indemnified Party to indemnification hereunder and the estimated amount thereof, as set forth in such notice, shall be deemed agreed to by the Indemnifying Party unless, within sixty (60) days after such notice is given, such Indemnified Party is entitled to indemnification (each an “Indemnified Claim”). The Indemnifying Party shall have the right, by giving notice to the Indemnified Party within ten (10) days after receiving notice of an Indemnified Claim stating notified in writing that the Indemnifying Party is responsible for disputes the right to indemnification as set forth or estimated in such Indemnified Claim notice, in which case the Parties shall endeavor to settle and compromise the dispute within thirty (“Indemnity Notice Period”)30) additional days. In the event the Parties hereto are unable to agree after said thirty (30) day period, at its expense, the Parties shall be entitled to defend against, negotiate, settle or otherwise deal with any Indemnified Claim with respect pursue litigation pursuant to which it is the Indemnifying Party and to have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party and selected by the Indemnifying Party; provided, that the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified ClaimSection hereof.

Indemnified Claims. (a) A party entitled to indemnification under this Agreement If any claim, proceeding, liability (“Indemnified Party”including a liability for Tax) will give or other matter resulting from the party required to provide such indemnification (“Indemnifying Party”) prompt written notice occurrence of any Action with respect to of the events contemplated by Subsection 7.1 above (an "Indemnified Claim") is made against an Indemnified Party by a third party for which the Indemnified Party is may be entitled to indemnification indemnification, the Indemnified Party shall give notice (each an “"Indemnity Notice") to SpinCo specifying the particulars of such Indemnified Claim within 20 days after it receives notification of the Indemnified Claim”). The Indemnifying Party SpinCo shall have the rightright to participate in any negotiations or proceedings with respect to any such Indemnified Claim. An Indemnified Party shall not settle or compromise any such Indemnified Claim without the prior written consent of SpinCo, unless SpinCo has not, within 20 Business Days after the receipt by giving SpinCo of the indemnity Notice, given notice to the Indemnified Party within ten (10) days after receiving notice that it wishes to dispute such Indemnified Claim. If SpinCo does give such a notice, it shall have the right to assume the defence of an Indemnified Claim stating that the Indemnifying Party is responsible for such Indemnified Claim (“Indemnity Notice Period”), at its expense, and to defend against, negotiate, settle or otherwise deal with any such Indemnified Claim with respect to which it is in the Indemnifying Party and to have name of the Indemnified Party. An Indemnified Party represented by counselshall provide to SpinCo all files, reasonably satisfactory books, records and other information in their possession or control which may be relevant to the defence of such Indemnified Party Claim. If SpinCo fails after giving such notice, diligently and selected by reasonably to defend such Indemnified Claim throughout the Indemnifying Party; providedperiod such Indemnified Claim exists, that its right to defend the Indemnified Claim shall terminate and the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume the defense and settlement defence of an such Indemnified Claim with counsel of its choiceClaim. In such event, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Indemnified Party may not enter into a settlement assume the defence of any such Indemnified Claim. In such event, the Indemnified Party may compromise or settle such Indemnified Claim without the advance written consent of SpinCo. If the Effective Date occurs, Subsection 7.1 and 7.2 shall survive the termination of this Agreement for a period of one year from the Effective Date, other than in the case of an Indemnified Party unless such settlement requires no more than a monetary payment Tax Claim, which shall survive for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claimapplicable statutory period.

Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (aother than reasonable costs of investigation) A party entitled unless (i) such Indemnified Person shall have employed separate counsel (in addition to indemnification under this Agreement any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (“it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Party”Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) will give the party required Indemnifying Party shall not have employed counsel reasonably acceptable to provide such indemnification Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (“iii) after the Indemnifying Party”) prompt Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of any Action with respect to which such determination and the Indemnified Party basis for such determination, and such failure is entitled to indemnification (each an “Indemnified Claim”). The Indemnifying Party shall have the right, by giving notice to the Indemnified Party not reasonably cured within ten (10) days after receiving notice Business Days of an Indemnified Claim stating that receipt of such notice, or (iv) the Indemnifying Party is responsible shall have authorized in writing the employment of counsel for such Indemnified Claim (“Indemnity Notice Period”), at its expense, to defend against, negotiate, settle or otherwise deal with any Indemnified Claim with respect to which it is the Indemnifying Party and to have the Indemnified Party represented by counsel, reasonably satisfactory Person. Notwithstanding anything herein to the Indemnified Party contrary, the Debtors shall have sole control over any Tax controversy or Tax audit relating to the Taxes of the Debtors and selected by shall be permitted to settle any liability for Taxes of the Indemnifying PartyDebtors; provided, provided that the Indemnified Party may participate in Debtors shall not settle any proceeding with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim such liability without the advance prior written consent of the Indemnified Party unless Requisite Commitment Parties (such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnifiedconsent not to be unreasonably withheld, conditioned or delayed). The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claim.Section 8.3

Indemnified Claims. ‌ If any claim, proceeding, liability (aincluding a liability for Taxes) A party entitled to indemnification under this Agreement (“Indemnified Party”) will give or other matter resulting from the party required to provide such indemnification (“Indemnifying Party”) prompt written notice occurrence of any Action with respect to of the events contemplated by section 4.3 above (an "Indemnified Claim") is made against an Indemnified Party by a third party for which the Indemnified Party is may be entitled to indemnification indemnification, the Indemnified Party shall give notice (an "Indemnity Notice"): (a) if the date of such notice is prior to the Effective Time, to PhosCan; and (b) if the date of such notice is after the Effective Time, to PhosCan AcquisitionCo, in each an “case specifying the particulars of such Indemnified Claim within 20 days after it r eceives notification of the Indemnified Claim”). The Indemnifying relevant PhosCan Party shall have the rightright to participate in any negotiations or proceedings with respect to any such Indemnified Claim. An Indemnified Party shall not settle or compromise any such Indemnified Claim without the prior written consent of the relevant PhosCan Party, acting reasonably, unless the relevant PhosCan Party has not, within 20 Business Days after the receipt by giving the relevant PhosCan Party of the Indemnity Notice, given notice to the Indemnified Party within ten (10) days after receiving notice that it wishes to dispute such Indemnified Claim. If the relevant PhosCan Party does give such a notice, it shall have the right to assume the defence of an Indemnified Claim stating that the Indemnifying Party is responsible for such Indemnified Claim (“Indemnity Notice Period”), at its expense, and to defend against, negotiate, settle or otherwise deal with any such Indemnified Claim with respect to which it is in the Indemnifying Party and to have name of the Indemnified Party. An Indemnified Party represented by counsel, reasonably satisfactory shall provide to the relevant PhosCan Party all files, books, records and other information in their possession or control which may be relevant to the defence of such Indemnified Claim. If the relevant PhosCan Party fails after giving such notice, diligently and selected by reasonably to defend such Indemnified Claim throughout the Indemnifying Party; providedperiod such Indemnified Claim exists, that its right to defend the Indemnified Claim shall terminate and the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume the defense and settlement defence of an such Indemnified Claim. In such event, the Indemnified Party may assume the defence of such Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial may compromise or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any settle such Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claimrelevant PhosCan Party.

Indemnified Claims. If any claim, demand, assessment or liability, or cost incidental thereto (a) A party entitled to indemnification under this Agreement (“Indemnified Party”) will give the party required to provide such indemnification (“Indemnifying Party”) prompt written notice of any Action with respect to which the Indemnified Party is entitled to indemnification (each 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. The No failure of an Indemnified Party to so notify the Indemnifying Party shall have relieve the right, by giving notice Indemnifying Party from the obligation to indemnify the Indemnified Party within ten (10) days after receiving notice of an Indemnified Claim stating that unless and to the extent the Indemnifying Party is responsible for 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 (“Indemnity Notice Period”), 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, to defend againstthat 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, negotiate, settle or otherwise deal with within thirty (30) days after notice of any Indemnified Claim, fails to assume the defense of such Indemnified Claim with respect to which it is or (ii) the representation of both the Indemnifying Party and to have the Indemnified Party represented by counselwould, reasonably satisfactory in the reasonable judgment of the parties, be inappropriate due to the Indemnified Party and selected by actual or potential conflicting interests between them. If the Indemnifying Party; providedParty does not assume entire control of the defense, that compromise or settlement of such Indemnified Claim, the Indemnified Party may participate in compromise or settle any proceeding such Indemnified Claim. xxxxxxxxx.xxx and Rite Aid each agrees to cooperate fully with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume respect to the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Business or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claim.