Common use of Indemnity Claims Clause in Contracts

Indemnity Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under Section 7.2 or Section 7.3 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to a claim for indemnification under this Article VII, the Party from whom indemnification is sought (the “Indemnifying Party”) in writing of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.2 or Section 7.3 except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure. If an Indemnified Party gives such notice, the Indemnifying Party shall have ten (10) days after receipt of such notice to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall be subject to the ultimate control of the Indemnified Party. The Indemnifying Party shall have the right to assume and control the defense of a Third Party Claim and may defend, settle or otherwise dispose of such Third Party Claim, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the Indemnified Party in any manner, (iii) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder, (iv) the Indemnifying Party provides reasonable evidence of its ability to pay any Damages claimed and (v) with respect to any such settlement or other disposition, the plaintiff or claimant in the matter releases in writing all of the Indemnified Parties from all liability with respect to the Third Party Claim.

Indemnity Claims. (a) In order for an a Distributor Indemnified Party or Manufacturer Indemnified Party (each such party, an “Indemnified Party”) to be entitled to any indemnification provided for under Section 7.2 10.1 or Section 7.3 10.2 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to a claim for indemnification under this Article VIIARTICLE X, the Party from whom indemnification indemnity is sought (the “Indemnifying Party”) in writing of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.2 10.1 or Section 7.3 10.2 except to the extent the Indemnifying Party has been actually been prejudiced as a result of such failure. If an Indemnified Party gives such notice, the Indemnifying Party shall have ten (10) days after receipt of such notice to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall be subject to the ultimate control of the Indemnified Party. The Indemnifying Party shall have the right to assume and control the defense of a Third Party Claim and may defend, settle or otherwise dispose of such Third Party Claim, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the Indemnified Party in any manner, (iii) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder, (iv) the Indemnifying Party provides reasonable evidence of its ability to pay any Damages claimed and (v) with respect to any such settlement or other disposition, the plaintiff or claimant in the matter releases in writing all of the Indemnified Parties from all liability with respect to the Third Party Claim.

Indemnity Claims. (a) In order for Any Action by an Indemnified Party to be entitled to any indemnification provided for under Section 7.2 or Section 7.3 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to making a claim for indemnification under this Article VII, the Party from whom indemnification is sought VII (the an “Indemnifying PartyIndemnity Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in writing any event not later than thirty (30) days after the Indemnified Party becomes aware of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that Indemnity Claim. The failure to give such notification prompt written notice shall not affect not, however, relieve the Indemnifying Party of its indemnification provided under Section 7.2 or Section 7.3 obligations, except and only to the extent that the Indemnifying Party has actually been prejudiced as a result forfeits rights or defenses by reason of such failure. If an Such notice by the Indemnified Party gives such noticeshall describe the Indemnity Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the Indemnifying Party shall have ten (10) days after receipt estimated amount, if reasonably practicable, of such notice to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and Loss that has been or may be sustained by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall be subject to the ultimate control of the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Indemnity Claim. The Indemnified Party shall allow the right Indemnifying Party and its Representatives to assume investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and control whether and to what extent any amount is payable in respect of the defense of a Third Party Indemnity Claim and may defend, settle or otherwise dispose of the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such Third Party Claim, on such terms information and assistance as the Indemnifying PartyParty or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of which case the Indemnified Party in any manner, (iii) the Indemnifying Party acknowledges in writing its obligation shall be free to indemnify pursue such remedies as may be available to the Indemnified Party hereunder, (iv) on the Indemnifying Party provides reasonable evidence of its ability to pay any Damages claimed terms and (v) with respect to any such settlement or other disposition, the plaintiff or claimant in the matter releases in writing all of the Indemnified Parties from all liability with respect subject to the Third Party Claimprovisions of this Agreement.

Indemnity Claims. (a) In order for Any Action by an Indemnified Party to be entitled to any indemnification provided for under Section 7.2 or Section 7.3 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to making a claim for indemnification under this Article VII, the Party from whom indemnification is sought VII (the an “Indemnifying PartyIndemnity Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in writing any event not later than thirty (30) days after the Indemnified Party becomes aware of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that Indemnity Claim. The failure to give such notification prompt written notice shall not affect not, however, relieve the Indemnifying Party of its indemnification provided under Section 7.2 or Section 7.3 obligations, except and only to the extent that the Indemnifying Party has actually been prejudiced as a result forfeits rights or defenses by reason of such failure. If an Such notice by the Indemnified Party gives such noticeshall describe the Indemnity Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the Indemnifying Party shall have ten (10) days after receipt estimated amount, if reasonably practicable, of such notice to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and Loss that has been or may be sustained by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall be subject to the ultimate control of the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Indemnity Claim. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to assume examine and control the defense of a Third Party Claim and may defendcopy any accounts, settle documents or otherwise dispose of such Third Party Claim, on such terms records) as the Indemnifying PartyParty or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of which case the Indemnified Party in any manner, (iii) the Indemnifying Party acknowledges in writing its obligation shall be free to indemnify pursue such remedies as may be available to the Indemnified Party hereunder, (iv) on the Indemnifying Party provides reasonable evidence of its ability to pay any Damages claimed terms and (v) with respect to any such settlement or other disposition, the plaintiff or claimant in the matter releases in writing all of the Indemnified Parties from all liability with respect subject to the Third Party Claim.provisions of this Agreement. 7.5

Indemnity Claims. (a) In order From and after Initial Closing, any demand for an Indemnified Party to indemnity hereunder shall be entitled to made by written notice, together with a written description of any indemnification provided for under Section 7.2 or Section 7.3 in respect ofClaims asserted stating the nature and basis of such Claim and, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to a claim for indemnification under this Article VIIif ascertainable, the amount thereof. The Party from upon whom indemnification notice is sought (the “Indemnifying Party”) in writing of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.2 or Section 7.3 except to the extent the Indemnifying Party has actually been prejudiced as a result of such failure. If an Indemnified Party gives such notice, the Indemnifying Party served shall have ten a period of twenty (1020) days after receipt of such notice within which to electrespond thereto or, at its optionin the case of an underlying demand which requires a shorter time for response, then within such shorter period as specified in such notice (the “Notice Period”). If the Party upon whom notice is served denies liability or fails to provide the defense for any Claim, the right other Party may defend or compromise the Claim as it deems appropriate. If the Party upon whom notice is served accepts liability and responsibility for the defense of any Claim, it shall so notify the other Party as soon as is practicable prior to participate jointly the expiration of the Notice Period and undertake the defense or compromise of such Claim with counsel selected by the Indemnified PartyParty accepting such liability. If the Party on whom notice is served undertakes the defense or compromise of such Claim, the other Party shall be entitled, at its own expense and by its own counselexpense, to participate in the Indemnified Party’s such defense, . No compromise or settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition Claim shall be subject made without reasonable notice to the ultimate control other Party, and without the prior written approval of the Indemnified other Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying No such approval shall be withheld if such compromise or settlement includes a general and complete release of the other Party, its successors, assigns, Affiliates and their respective Representatives in respect of the matter, with prejudice, and with no express or written admission of liability on the part of the other Party, its Affiliates and their respective Representatives, and is without cost or liability and has no constraints on the future conduct of its or their respective businesses. Buyer and Seller acknowledge that their obligations to indemnify, defend and hold the other Party and its Affiliates harmless under this Agreement include obligations to pay the attorneys’ fees and court and arbitral costs incurred by the other Party and its Affiliates in defending said Claims, regardless of the merits of said Claims, where the Party to whom notice is served hereunder denies liability or fails to provide the defense for any said Claim. Seller and Buyer shall have the right at all times to assume and control participate, at their sole cost, in the defense of a Third Party Claim and may defendpreparation for any defense, settle hearing or otherwise dispose of such Third Party Claimtrial related to the indemnities set forth in this Agreement, on such terms as well as the Indemnifying Party, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject right to injunctive appear on their own behalf or other equitable relief or otherwise adversely affect the business of the Indemnified Party in any manner, (iii) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder, (iv) the Indemnifying Party provides reasonable evidence of its ability retain separate counsel to pay any Damages claimed and (v) with respect to represent them at any such settlement hearing or other disposition, the plaintiff or claimant in the matter releases in writing all of the Indemnified Parties from all liability with respect to the Third Party Claimtrial.

Indemnity Claims. (a) In order for Any Action by an Indemnified Party to be entitled to any indemnification provided for under Section 7.2 or Section 7.3 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to making a claim for indemnification under this Article VII, the Party from whom indemnification is sought VII (the an “Indemnifying PartyIndemnity Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in writing any event not later than thirty (30) days after the Indemnified Party becomes aware of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that Indemnity Claim. The failure to give such notification prompt written notice shall not affect not, however, relieve the Indemnifying Party of its indemnification provided under Section 7.2 or Section 7.3 obligations, except and only to the extent that the Indemnifying Party has actually been prejudiced as a result forfeits rights or defenses by reason of such failure. If an Such notice by the Indemnified Party gives such noticeshall describe the Indemnity Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the Indemnifying Party shall have ten (10) days after receipt estimated amount, if reasonably practicable, of such notice to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and Loss that has been or may be sustained by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall be subject to the ultimate control of the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Indemnity Claim. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to assume examine and control the defense of a Third Party Claim and may defendcopy any accounts, settle documents or otherwise dispose of such Third Party Claim, on such terms records) as the Indemnifying PartyParty or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of which case the Indemnified Party in any manner, (iii) the Indemnifying Party acknowledges in writing its obligation shall be free to indemnify pursue such remedies as may be available to the Indemnified Party hereunder, (iv) on the Indemnifying Party provides reasonable evidence of its ability to pay any Damages claimed terms and (v) with respect to any such settlement or other disposition, the plaintiff or claimant in the matter releases in writing all of the Indemnified Parties from all liability with respect subject to the Third Party Claimprovisions of this Agreement.