Common use of Indemnity Claims Clause in Contracts

Indemnity Claims. If any Seller Indemnitee desires to make a claim under Section 11.05 hereof which does not involve a claim by any person other than the Seller Indemnitee, then such Seller Indemnitee shall make such claim by promptly delivering written notice to the Purchaser. If any Seller Indemnitee desires to make a claim against Purchaser under Section 11.05 hereof which involves a claim by a person other than the Seller Indemnitee, then the Seller Indemnitee, upon receipt of written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in Section 11.05 (an “Asserted Liability”), shall promptly give notice (a “Claims Notice”) of such claim or the commencement of such action, or threat thereof, to the Purchaser. If a Claims Notice is not provided promptly as required by this Section 11.06, the Seller Indemnitee nonetheless shall be entitled to indemnification by the Purchaser to the extent that the Purchaser has not established that it has been materially prejudiced by such late receipt of the Claims Notice. The Purchaser shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Indemnitee and such assumption shall constitute an acknowledgement by the Purchaser of its obligations to indemnify the Seller Indemnitee with respect to such Asserted Liability, and such Seller Indemnitee shall bear the fees and expenses of any additional counsel retained by it; provided, however, if the Purchaser shall elect not to assume the defense of such claim or action, the Purchaser shall reimburse the Seller Indemnitee for the reasonable fees and expenses of any counsel retained by it. Notwithstanding the above, should the Seller Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the Purchaser, the Purchaser shall not have the right to direct the defense of such action on behalf of the Seller Indemnitee and all such fees and expenses of the Seller Indemnitee shall be borne by the Purchaser. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final resolution of the obligation to indemnify relating to the Asserted Liability. The Purchaser shall not, without the written consent of the Seller Indemnitee, settle or compromise any such claim or consent to the entry of any judgment which does not include any unconditional term releasing the Indemnified Party from all liability in respect of such Asserted Liability.

Indemnity Claims. If (a) If, at any Seller Indemnitee desires to make a claim under Section 11.05 hereof which does not involve a claim by any person other than the Seller Indemnitee, then such Seller Indemnitee shall make such claim by promptly delivering written notice time prior to the Purchaser. If Termination Date, the Company or any Seller Indemnitee desires to make a claim against Purchaser under Section 11.05 hereof which involves a claim by a person other than of its Affiliates (including, without limitation, any of the Seller IndemniteeTransferred Companies) has an Indemnity Claim, then the Seller Indemnitee, upon receipt of Company shall give joint written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in Section 11.05 (an “Asserted Liability”), shall promptly give notice such Indemnity Claim (a “Claims Notice”"Notice of Claim") to the Escrow Agent (with a copy thereof also delivered to Dearborn) stating the amount, if known, of such claim, the date by which Dearborn must respond to such claim or (as contemplated by the commencement next sentence) and the consequences of failing to so respond to such claim. If Dearborn objects to such claim, it must give written notice of such actionobjection to the Escrow Agent within 30 days from the receipt of the Notice of Claim. If no objection to such Indemnity Claim is received by the Escrow Agent within such 30 day period, or threat thereofthe claim shall be deemed allowed. If Dearborn objects to a portion of an Indemnity Claim, then in its notice delivered to the Escrow Agent, Dearborn shall specifically set forth such fact, and the portion of the Indemnity Claim to which Dearborn does not object shall be deemed allowed. In connection with any Indemnity Claim, the Company shall provide Dearborn and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to the Purchaser. If a Claims Notice is not provided promptly as required by this Section 11.06, books and records of the Seller Indemnitee nonetheless shall be entitled to indemnification by Company and the Purchaser Transferred Companies to the extent that required by Dearborn in order to investigate the Purchaser has not established that it has been materially prejudiced by such late receipt basis for the claim for which the Notice of Claim relates and to defend or contest the Claims Notice. The Purchaser shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Indemnitee and such assumption shall constitute an acknowledgement by the Purchaser of its obligations to indemnify the Seller Indemnitee with respect to such Asserted Liability, and such Seller Indemnitee shall bear the fees and expenses of any additional counsel retained by itsame; provided, however, if the Purchaser that such investigation by Dearborn shall elect be conducted in such a manner as not to assume interfere unreasonably with the defense of such claim or action, the Purchaser shall reimburse the Seller Indemnitee for the reasonable fees business and expenses of any counsel retained by it. Notwithstanding the above, should the Seller Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the Purchaser, the Purchaser shall not have the right to direct the defense of such action on behalf operations of the Seller Indemnitee Company and all such fees and expenses of the Seller Indemnitee shall be borne by the Purchaser. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final resolution of the obligation to indemnify relating to the Asserted Liability. The Purchaser shall not, without the written consent of the Seller Indemnitee, settle or compromise any such claim or consent to the entry of any judgment which does not include any unconditional term releasing the Indemnified Party from all liability in respect of such Asserted Liabilityits Subsidiaries.

Indemnity Claims. If any Seller Purchaser Indemnitee desires to make a claim under Section 11.05 10.08 hereof which does not involve a claim by any person other than the Seller Purchaser Indemnitee, then such Seller Purchaser Indemnitee shall make such claim by promptly delivering written notice to the PurchaserSeller. If any Seller Purchaser Indemnitee desires to make a claim against Purchaser Seller under Section 11.05 10.08 hereof which involves a claim by a person other than the Seller Purchaser Indemnitee, then the Seller Purchaser Indemnitee, upon receipt of written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in Section 11.05 10.08 (an “Asserted Liability”), shall promptly give notice (a “Claims Notice”) of such claim or the commencement of such action, or threat thereof, to the PurchaserSeller. If a Claims Notice is not provided promptly as required by this Section 11.0610.09, the Seller Purchaser Indemnitee nonetheless shall be entitled to indemnification by the Purchaser Seller to the extent that the Purchaser Seller has not established that it has been materially prejudiced by such late receipt of the Claims Notice. The Purchaser Seller shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Purchaser Indemnitee and such assumption shall constitute an acknowledgement by the Purchaser Seller of its obligations to indemnify the Seller Purchaser Indemnitee with respect to such Asserted Liability, and such Seller Purchaser Indemnitee shall bear the fees and expenses of any additional counsel retained by it; provided, however, if the Purchaser Seller shall elect not to assume the defense of such claim or action, the Purchaser Seller shall reimburse the Seller Purchaser Indemnitee for the reasonable fees and expenses of any counsel retained by it. Notwithstanding the above, should the Seller Purchaser Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the PurchaserSeller, the Purchaser Seller shall not have the right to direct the defense of such action on behalf of the Seller Purchaser Indemnitee and all such fees and expenses of the Seller Purchaser Indemnitee shall be borne by the PurchaserSeller. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final resolution of the obligation to indemnify relating to the Asserted Liability. The Purchaser Seller shall not, without the written consent of the Seller Purchaser Indemnitee, settle or compromise any such claim or consent to the entry of any judgment which does not include any unconditional term releasing the Indemnified Party from all liability in respect of such Asserted Liability.

Indemnity Claims. If any Seller Purchaser Indemnitee desires to make a claim under Section 11.05 10.08 hereof which does not involve a claim by any person other than the Seller Purchaser Indemnitee, then such Seller Purchaser Indemnitee shall make such claim by promptly delivering written notice to the PurchaserSeller. If any Seller Purchaser Indemnitee desires to make a claim against Purchaser Seller under Section 11.05 10.08 hereof which involves a claim by a person other than the Seller Purchaser Indemnitee, then the Seller Purchaser Indemnitee, upon receipt of written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in Section 11.05 10.08 (an “"Asserted Liability”"), shall promptly give notice (a “"Claims Notice”") of such claim or the commencement of such action, or threat thereof, to the PurchaserSeller. If a Claims Notice is not provided promptly as required by this Section 11.0610.09, the Seller Purchaser Indemnitee nonetheless shall be entitled to indemnification by the Purchaser Seller to the extent that the Purchaser Seller has not established that it has been materially prejudiced by such late receipt of the Claims Notice. The Purchaser Seller shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Purchaser Indemnitee and such assumption shall constitute an acknowledgement by the Purchaser Seller of its obligations to indemnify the Seller Purchaser Indemnitee with respect to such Asserted Liability, and such Seller Purchaser Indemnitee shall bear the fees and expenses of any additional counsel retained by it; provided, however, if the Purchaser Seller shall elect not to assume the defense of such claim or action, the Purchaser Seller shall reimburse the Seller Purchaser Indemnitee for the reasonable fees and expenses of any counsel retained by it. Notwithstanding the above, should the Seller Purchaser Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the PurchaserSeller, the Purchaser Seller shall not have the right to direct the defense of such action on behalf of the Seller Purchaser Indemnitee and all such fees and expenses of the Seller Purchaser Indemnitee shall be borne by the PurchaserSeller. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final resolution of the obligation to indemnify relating to the Asserted Liability. The Purchaser Seller shall not, without the written consent of the Seller Purchaser Indemnitee, settle or compromise any such claim or consent to the entry of any judgment which does not include any unconditional term releasing the Indemnified Party from all liability in respect of such Asserted Liability.

Indemnity Claims. If any Seller Indemnitee desires to make a claim under Section 11.05 hereof which does not involve a claim by any person other than the Seller Indemnitee, then such Seller Indemnitee shall make such claim by promptly delivering written notice to the Purchaser. If any Seller Indemnitee desires to make a claim against Purchaser under Section 11.05 hereof which involves a claim by a person other than the Seller Indemnitee, then the Seller Indemnitee, upon receipt of written notice of any claim or the service of a summons, or other initial legal process upon it in any action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in Section 11.05 (an “"Asserted Liability”"), shall promptly give notice (a “"Claims Notice”") of such claim or the commencement of such action, or threat thereof, to the Purchaser. If a Claims Notice is not provided promptly as required by this Section 11.06, the Seller Indemnitee nonetheless shall be entitled to indemnification by the Purchaser to the extent that the Purchaser has not established that it has been materially prejudiced by such late receipt of the Claims Notice. The Purchaser shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall so elect, to assume the defense of such claim or action, in which case the defense shall be conducted by counsel reasonably acceptable to the Seller Indemnitee and such assumption shall constitute an acknowledgement by the Purchaser of its obligations to indemnify the Seller Indemnitee with respect to such Asserted Liability, and such Seller Indemnitee shall bear the fees and expenses of any additional counsel retained by it; provided, however, if the Purchaser shall elect not to assume the defense of such claim or action, the Purchaser shall reimburse the Seller Indemnitee for the reasonable fees and expenses of any counsel retained by it. Notwithstanding the above, should the Seller Indemnitee reasonably conclude that there may be defenses available to it which are different from or additional to those available to the Purchaser, the Purchaser shall not have the right to direct the defense of such action on behalf of the Seller Indemnitee and all such fees and expenses of the Seller Indemnitee shall be borne by the Purchaser. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability at any time prior to final resolution of the obligation to indemnify relating to the Asserted Liability. The Purchaser shall not, without the written consent of the Seller Indemnitee, settle or compromise any such claim or consent to the entry of any judgment which does not include any unconditional term releasing the Indemnified Party from all liability in respect of such Asserted Liability.