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Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 6, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)

Matters Involving Third Parties. (i) 1. If any third party shall notify any Party (the "Indemnified Party") Brokat with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 6Article VIII, then the Indemnified Party Brokat shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Brokat in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (ii) The 2. Any Indemnifying Party will have the right to defend assume the Indemnified Party against defense of the Third Party Claim with counsel of its his choice reasonably satisfactory to Brokat at any time within 15 days after Brokat has been given notice of the Indemnified Third Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Claim; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts must conduct the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim diligently thereafter in accordance with Section 6(d)(ii) above, (A) the Indemnified Party order to preserve his rights in this regard; and provided further that Brokat may retain separate co-counsel at its sole cost and expense and participate observe, consul and cooperate in the defense of the Third Party Claim, (B) . 3. So long as the Indemnified Indemnifying Party will not consent to has assumed and is conducting the entry defense of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and in accordance with (CS)VIII.B.2., above, (A) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Brokat (not to be withheld unreasonably) unless the Indemnified Partyjudgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Brokat and (B) Brokat will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (iv) 4. In the event any the Indemnifying Parties do not assume and conduct the defense of the conditions Third Party Claim in Section 6(d)(ii) above is or becomes unsatisfied, howeveraccordance with (S)VIII.B.2., (A) the Indemnified Party Brokat may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner Brokat reasonably may deem appropriate (provided that the Indemnified Party consults with and obtains the Brokat need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), ) and (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party Brokat may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6Article VIII.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Brokat Infosystems Ag), Stock Purchase Agreement (Brokat Aktiengesellschaft)

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third “Third-Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 68 or Section 9 hereof, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing, which writing shall set forth a particular description of the event or condition that is the basis for seeking indemnification hereunder and the amount of Damages sought by the third party; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. (iib) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party provides notifies the Indemnified Party with evidence acceptable to in writing within fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will have defend the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderIndemnified Party, (Bii) the Third Third-Party Claim involves only money damages Damages and does not seek an injunction or other equitable relief, (Ciii) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party and (Div) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 6(d)(ii8.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at his, her or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld) and (Ciii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). (ivd) In the event any of the conditions in Section 6(d)(ii8.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner he, she or it may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (Bii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Third-Party Claim (including reasonable attorneys' fees and expenses) following receipt of an itemized invoice detailing such costs, and (Ciii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Third-Party Claim to the fullest extent provided in this Section 68. (e) Notwithstanding the definition of “Damages” set forth in Section 1 hereof or any other provision contained herein, the Indemnifying Parties shall be liable for any punitive damages, including incidental or consequential damages, an Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by any Third-Party Claim.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)

Matters Involving Third Parties. (i) 15.6.1 If any third party shall notify any a Party (the "Indemnified Party") with respect to any matter (receives notice of a "Third Party Claim") which Claim that may give rise to a right to claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 66.7, 6.9, 15.2 or 15.3, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give timely notice shall not affect the part of right to indemnification to the Indemnified Party in notifying extent such failure to give timely notice is not prejudicial to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedParty. (ii) 15.6.2 The Indemnifying Party Party, in accordance with the procedures set forth in Section 15.7 will have the right to defend assume and conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages which shall be paid by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. As provided in Section 15.7, the Indemnifying Party may assume the defense of a Third Party Claim, at the Indemnifying Party’s cost and expense, without also accepting and agreeing to the claim for indemnification described in the related Claim Notice. (iv) In 15.6.3 Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 6(d)(ii) above is or becomes unsatisfied15.6.2, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it reasonably may deem appropriate for the account of the Indemnifying Party. 15.6.4 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 15.6.5 The Indemnified Party agrees, at its cost and expense, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim or cross-complaint against any Person (provided that other than a Buyer Indemnified Party, if the Indemnified Party consults with and obtains the consent fromis a Buyer Indemnified Party, the Indemnifying Party in connection therewith)or a Seller Indemnified Party, (B) the Indemnifying Party will reimburse if the Indemnified Party promptly and periodically for is a Seller Indemnified Party). 15.6.6 The Party that is conducting the costs of defending defense against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) shall provide the Indemnifying other Party will remain responsible for any Adverse Consequences such information possessed by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by that is conducting such defense as such other Party shall reasonably request with respect to the Third Party Claim to and the fullest extent provided in this Section 6defense thereof.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Tesoro Corp /New/)

Matters Involving Third Parties. (i1) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 6Article 8, then the Indemnified Party shall promptly notify the Indemnifying Party (in the case of the Sellers, the Sellers' Representative) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii2) The Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify, subject to the limitations set forth in this Article 8, the Indemnified Party from and against the entirety of any Losses the Indemnified Party may incur or sustain resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Biii) the Third Party Claim involves only money monetary damages and does not seek an injunction or other equitable reliefrelief and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.7(2) above, (Ci) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld) and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless (x) written agreement is obtained releasing the Indemnified Party from all liability thereunder and (z) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv4) In the event any of the conditions in Section 6(d)(ii8.7(2) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against and against, and, except with respect to a Third Party Claim in which only condition (iii) of Section 8.7(2) is or becomes unsatisfied, consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (Bii) the Indemnifying Party will Parties shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable including, without limitation, attorneys' fees and expenses) and (Ciii) the Indemnifying Party will Parties shall remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6Article 8.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Ipswich Bancorp /Ma)

Matters Involving Third Parties. (ia) If any third party shall notify any Party either a Vianet Indemnified Person or the CSC Stockholders, as the case may be (the in either case an "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 69, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof Thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (iib) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Bas i) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C, ii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party and (DParty, and iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, VIII (A4): i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B; ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (Cnot to be withheld unreasonably); and iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 6(d)(iiVII (4) (b) above is or becomes unsatisfied, however, (A, i) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (B; ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C), and iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6VIII.

Appears in 1 contract

Samples: Merger Agreement (Vianet Technologies Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 6ss.7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part . The failure of the such Indemnified Party in notifying to give notice of any claim for indemnification promptly shall not adversely affect such Indemnified Party's right to indemnity hereunder except to the extent that such failure adversely affects the right of the Indemnifying Party shall relieve the Indemnifying Party from to assert any obligation hereunder unless (and then solely reasonable defense to the extent) the Indemnifying Party thereby is prejudicedsuch claim. (ii) The Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in ss.7(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In the no event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of each of the Indemnifying Party in connection therewithParties (not to be withheld unreasonably), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Equity Purchase Agreement (Labarge Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 65, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iviii) In Unless and until an Indemnifying Party assumes the event any defense of the conditions Third Party Claim as provided in Section 6(d)(ii5(d)(ii) above is or becomes unsatisfiedabove, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it may deem reasonably appropriate. XXXXXXXXX.XXX, INC. FORM 10-QSB - SEPTEMBER 30, 2000 (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6Party.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Attorneys Com Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 68, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right to defend assume the Indemnified Party against defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides at any time within 15 days after the Indemnified Party with evidence acceptable to has given notice of the Indemnified Party Third party Claim; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts party must conduct the defense of the Third Party Claim actively and diligently.diligently thereafter in (iii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii8(d)(ii) above, (A) the Indemnified Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in will not consent to the defense entry of any judgment or enter into any settlement with respect to the Third Party Claim, Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Partybe withheld unreasonably). (iv) In the event any none of the conditions Indemnifying Parties assume and conduct the defense of the Third Party Claim in accordance with Section 6(d)(ii8(d)(ii) above is or becomes unsatisfied, howeverabove, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (CB) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 68.

Appears in 1 contract

Samples: Plan of Reorganization and Stock Exchange Agreement (Ibiz Technology Corp)

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 69, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (iib) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party as called for in Section 9.2 or 9.3 above (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (BC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (CD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party Party, and (DE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with this Section 6(d)(ii) above9, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (ivd) In the event any of the conditions in this Section 6(d)(ii) 9 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (B) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) up to the amount of any applicable liability limit, and (C) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 69.

Appears in 1 contract

Samples: Stock Purchase Agreement (SCB Computer Technology Inc)

Matters Involving Third Parties. (ia) If any third party shall notify commence a Third Party Action against any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other any Indemnifying Party (the "Indemnifying Party") under this Section 6Article XI, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writingwriting as soon as practicable, but in no event more than ten days after the Indemnified Party shall have been served with legal process or otherwise received notice of the commencement of such Action; provided, however, that no delay on the part right of the Indemnified Party to indemnification shall be reduced in notifying the event of its failure to give timely notice only to the extent the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced thereby. (iib) The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim Action with counsel and other Representatives of its choice satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party provides shall notify the Indemnified Party with evidence acceptable to in writing (within the 10-day period after its receipt of notice of the Third Party Action) that it will indemnify the Indemnified Party that from and against any Damages the Indemnifying Indemnified Party will have the financial resources to defend against may suffer arising out of the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party Action; and (Dii) the Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyAction in the reasonable opinion of the Indemnified Party. In the event the Indemnifying Party does not comply with clauses (i) or (ii) of the preceding sentence, the Indemnified Party may defend against the Third Party Action preserving its rights to indemnification hereunder including, without limitation, for the cost of such defense. (iiic) So long as the Indemnifying Party is diligently conducting the defense of the Third Party Claim Action in accordance with Section 6(d)(ii11.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party ClaimAction, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Action without the prior written consent of the Indemnifying Party, which consent shal1 not be unreasonably withheld or delayed, (iii) the Indemnified Party shall fully cooperate within reason with the Indemnifying Party’s defense of such Third Party Action including, without limitation, providing any and all required information and documents and access to Representatives of the Indemnified Party with knowledge of issues relevant to the claim or litigation (any such activities required to discharge this obligation to cooperate shall be incurred at the sole expense of the Indemnified Party) and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Action without the prior written consent of the Indemnified Party. (iv) In , which consent shall not be unreasonably withheld or delayed. For the event any avoidance of the conditions in Section 6(d)(ii) above is or becomes unsatisfieddoubt, however, (A) the it shall be reasonable for an Indemnified Party may defend against and or an Indemnifying Party hereunder, as applicable, to withhold or delay consent to the entry of any judgment or enter into any settlement in connection with respect towhich an order, injunction or other equitable relief or relief for other than monetary damages would be issued or would involve an admission of liability or wrongdoing by such Indemnified Party or Indemnifying Party, as applicable, or would be reasonably likely to materially adversely affect the properties or business of such party. (d) Anything contained in Section 11.5 to the contrary notwithstanding, an Indemnified Party shall be entitled to assume the defense of any Third Party Action (and the Indemnifying Party shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Third Party Claim (provided that Action seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, which the Indemnified Party consults determines, after conferring with its counsel, cannot be separated from any related claim for money damages and obtains which, if successful, would materially adversely affect the consent fromproperties or the business of the Indemnified Party; provided, however, if such equitable relief portion of such Third Party Action can be so separated from that for money damages, the Indemnifying Party in connection therewith), (B) shall be entitled to assume the Indemnifying Party will reimburse defense of the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, portion relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6money damages.

Appears in 1 contract

Samples: Asset Purchase Agreement (Abraxis BioScience, Inc.)

Matters Involving Third Parties. (i) 9.5.1. If any third party shall notify notifies any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 69, then the Indemnified Party shall will promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) 9.5.2. The Indemnifying Party will have the right to defend the Indemnified Party against the a Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B1) the Third Party Claim involves only primarily money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D2) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 9.5.3. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) 9.5.2 above, (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense expenses and participate in the defense of the Third Party Claim, (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) and (Cc) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty subject to the Third Party claim from all liability thereunder. (iv) In the event 9.5.4. If and for so long as any of the conditions condition in this Section 6(d)(ii) above 9.5 is or becomes unsatisfied, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Acquisition Agreement (MSC-Medical Services CO)

Matters Involving Third Parties. (i1) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which Claim that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 69, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii2) The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv3) In Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 6(d)(iisubsection 9(e)(2) above is or becomes unsatisfiedabove, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it reasonably may deem appropriate. (4) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6which consent shall not be withheld unreasonably.

Appears in 1 contract

Samples: Merger Agreement (Midcoast Energy Resources Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim Claim for indemnification Indemnification against the any other Party (the "Indemnifying Party") under this Section 6§8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief and, in respect of Third Party Claims in which Buyer or its Affiliates is the Indemnified Party, in Buyer’s reasonable judgment could not result in money damages in excess of any remaining Escrow Amount, (CB) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party, and (DC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above§8(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 6(d)(ii§8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains in any manner it may deem appropriate subject to the consent from, of the Indemnifying Party in connection therewith)the case of any proposed entry of a judgment or settlement, (B) the Indemnifying Party Parties will have sixty (60) days from the receipt of any notice under §8(d)(i) to cure to the Indemnified Party’s satisfaction the subject matter of the notice, and, in the absence of such a timely, satisfactory cure, the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) ), and (C) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6§8.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Copano Energy, L.L.C.)

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by such Indemnified Party for indemnification against the any other Party (the "Indemnifying Party") under this Section 6Agreement, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiceddamaged thereby. (iib) The Any Indemnifying Party will have the right to defend assume the defense of the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party, within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in accordance with the terms and limitations of this Section 7.6(b), (ii) the Indemnifying Party provides the Indemnified Party with reasonable evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment hereunder with respect tothereto, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (Diii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the conditions set forth in Section 7.6(b) are and remain satisfied, then (i) the Indemnifying Party is conducting may conduct the defense of the Third Third-Party Claim in accordance with Section 6(d)(ii) above, 7.6(b); (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimreasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (Biii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (Cnot to be unreasonably withheld, conditioned or delayed), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement settlement, which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect to thereto, and (v) the Indemnified Party shall, at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense, cooperate in the defense of the matter. In the (d) If any injunction or other equitable relief is entered against the Indemnified Party during the course of any Third Party Claim without Claim, if brought during the prior written consent of the Survival Period, and such injunction or equitable relief is not removed within ten (10) days (an "Indemnified Party. Party Controlled Claim"), then (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against and assume control of the defense of, and, subject to the provisions of this Section 7.6(d), consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the such Indemnified Party consults Controlled Claim; and (ii) the Indemnifying Parties will remain responsible in accordance with the terms and obtains limitations of this Section 7.6 for any Buyer Indemnifiable Losses which Buyer may suffer arising out of or relating to such Indemnified Party Controlled Claim. The Indemnified Party may consent to the consent fromentry of any judgment or enter into any settlement of any Indemnified Party Controlled Claim in any manner it may deem appropriate, and the Indemnifying Party shall not be entitled to raise any objection in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of other forum or caused by the Third Party Claim proceeding to the fullest extent provided in this Section 6amount or appropriateness of any such judgment or settlement.

Appears in 1 contract

Samples: Share Purchase Agreement (Timeline Inc)

Matters Involving Third Parties. (i) 16.7.1 If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter action or claim by a Third Party (a "Third Party Claim") which that may give rise to a right to claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 616.2 or Section 16.3, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give timely notice shall not affect the part of right to indemnification to the Indemnified Party in notifying extent such failure to give timely notice is not prejudicial to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedParty. (ii) 16.7.2 The Indemnifying Party Party, in accordance with the procedures set forth in Section 16.8, will have the right right, at its sole cost and expense, to defend assume and conduct the Indemnified Party against settlement or defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) In the event any of the conditions . As provided in Section 6(d)(ii) above is 16.8, the Indemnifying Party may assume the settlement or becomes unsatisfieddefense of a Third Party Claim, at the Indemnifying Party’s cost and expense, without also accepting and agreeing to the claim for indemnification described in the related Claim Notice. The Indemnified Party shall have the right at its sole cost and expense to employ separate counsel in any action regarding a claim hereunder and to participate in the defense thereof; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel reasonably acceptable to the Indemnifying Party at the expense of the Indemnifying Party if (Ai) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of both counsel to the Indemnified Party and counsel to the Indemnifying Party (or, if they disagree, of an independent counsel acceptable to each of them) a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation necessary; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. 16.7.3 Unless and until the Indemnifying Party assumes the settlement or defense of the Third Party Claim as provided in Section 16.7.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate for the account of the Indemnifying Party, and, if the Indemnified Party defends such Third Party Claim and is determined to be entitled to indemnification from the Indemnifying Party, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable expenses of defending such Third Party Claims. 16.7.4 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. 16.7.5 The Indemnified Party agrees, at the Indemnifying Party’s cost and expense, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim or cross-complaint against any Person (provided that other than a Buyer Indemnified Party, if the Indemnified Party consults with and obtains the consent fromis a Buyer Indemnified Party, the Indemnifying Party in connection therewith)or a Seller Indemnified Party, (B) the Indemnifying Party will reimburse if the Indemnified Party promptly and periodically for is a Seller Indemnified Party). 16.7.6 The Party that is conducting the costs of defending settlement or defense against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) shall provide each other Party such information possessed by the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified that is conducting such settlement or defense as such other Party may suffer resulting from, arising out of, relating to, in the nature of or caused by shall reasonably request with respect to the Third Party Claim to and the fullest extent provided in this Section 6settlement or defense thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Marathon Petroleum Corp)

Matters Involving Third Parties. (ia) If Promptly after receipt by an Indemnified Party under Section 6.2(a) or Section 6.2(b) of notice of the commencement of any claim by a third party shall notify any against it, including in connection with the matter set forth in Section 6.2(a)(v), such Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to will, if a claim for indemnification is to be made against the other Party (the "an Indemnifying Party") under this Section 6, then give prompt notice to the Indemnified Indemnifying Party shall promptly of the commencement of such claim, but the failure to notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder Liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Proceeding is prejudiced by the Indemnified Party’s failure to give such notice. (b) If any claim referred to in Section 6.4(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such third-party claim, the Indemnifying Party will, unless the claim involves Taxes, be entitled to participate in such third-party claim and, to the extent that it desires (unless (and then solely to the extenti) the Indemnifying Party thereby is prejudiced. also a party to such third-party claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) The the Indemnifying Party will have the right fails to defend provide reasonable assurance to the Indemnified Party against of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the Third Party Claim defense of such third-party claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) and, after notice from the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that of its election to assume the defense of such third-party claim, the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Partyas long as it diligently conducts such defense, likely be liable to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense under this Article VI for any fees of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-other counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of or any judgment or enter into any settlement other expenses with respect to the Third defense of such third-party claim, in each case subsequently incurred by the Indemnified Party Claim without in connection with the prior written consent defense of such third-party claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a third-party claim, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent, such consent not to be unreasonably withheld or delayed. If notice is given to an Indemnifying Party of the commencement of any third-party claim and the Indemnifying Party does not, within twenty (C20) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such third-party claim, the Indemnifying Party will be bound by any determination made in such third-party claim. For the purposes of any claim referred to in Section 6.2(a)(v), to the extent that the compromise or settlement of such claim will result in amount payable that exceeds the insurance coverage in respect of such claim, no compromise or settlement of such claim may be effected by the Indemnified Party without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding the foregoing, if an Indemnified Party demonstrates that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such third-party claim, but the Indemnifying Party will not be bound by any determination of a third-party claim so defended or any compromise or settlement effected without its consent to the entry of any judgment (which may not be unreasonably withheld or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Partydelayed). (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chefs' Warehouse, Inc.)

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to Indemnitee about any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") Indemnitors under this Section 68, then the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party thereof Shareholder Representative in writing; , provided, however, that no delay on the part of the Indemnified Party any Indemnitee in notifying the Indemnifying Party Shareholder Representative shall relieve the Indemnifying Party Indemnitors from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedIndemnitors are prejudiced by the delay. (iib) The Indemnifying Party Shareholder Representative will have the right to defend the Indemnified Party Indemnitee against the Third Party Claim (other than a Third Party Claim in respect of a breach of any representation or warranty under Section 2.9) with counsel of its choice reasonably satisfactory to the Indemnified Party Indemnitee so long as (Ai) the Indemnifying Party provides Shareholder Representative notifies the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against Indemnitee in writing within 15 days after Indemnitee has given notice of the Third Party Claim and fulfill its indemnification obligations hereunderthat the Indemnitors undertake the defense of the Third Party Claim, (Bii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (Diii) the Indemnifying Party conducts Indemnitors conduct the defense of the Third Party Claim actively and diligently. (iiic) So long as Parent reasonably believes the Indemnifying Party is Indemnitors are conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii8.5(b) above, (Ai) the Indemnified Party Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, Claim and (Bii) the Indemnified Party Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Shareholder Representative (which consent shall not be unreasonably withheld). (d) If the Indemnitors are not actively and diligently conducting the defense of the Third Party and Claim, or in the case of any Third Party Claim in respect of a breach of any representation or warranty under Section 2.9, then (Ci) the Indemnifying Party will not Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in any manner it may deem reasonable (and the prior written consent of the Indemnified Party. (iv) In the event Indemnitee shall consult with, but need not obtain any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party Shareholder Representative or the Indemnitors in connection therewith), (Bii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' attorney's fees and expenses) incurred by the Indemnitors shall constitute indemnification claims hereunder, and such claims shall be recoverable in the same manner as the applicable underlying claim (as described in Section 8.6(d)) and (Ciii) the Indemnifying Party Indemnitors will remain responsible for any Adverse Consequences Damages the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 68, subject to the limitations in Section 8.6(d).

Appears in 1 contract

Samples: Merger Agreement (Exchange Applications Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 68, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in subsection 8(d)(ii) above, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In the no event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6which consent shall not be withheld unreasonably.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Matters Involving Third Parties. (i) 8.4.1 If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter action or claim by a Third Party (a "Third Party Claim") which that may give rise to a right to claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 68.2 or Section 8.3, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give timely notice shall not affect the part of right to indemnification to the Indemnified Party in notifying extent such failure to give timely notice is not prejudicial to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedParty. (ii) 8.4.2 The Indemnifying Party Party, in accordance with the procedures set forth in Section 8.5, will have the right to defend assume and conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. As provided in Section 8.5, the Indemnifying Party may assume the defense of a Third Party Claim, at the Indemnifying Party’s cost and expense, without also accepting and agreeing to the claim for indemnification described in the related Claim Notice. (iv) In 8.4.3 Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 6(d)(ii) above is or becomes unsatisfiedsubsection 8.4.2, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it reasonably may deem appropriate for the account of the Indemnifying Party. 8.4.4 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the prior written consent of the Indemnifying Party which consent shall not be withheld unreasonably. 8.4.5 If requested by the Indemnifying Party, the Indemnified Party consults agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with and obtains the consent from, the Indemnifying Party and its counsel in connection therewith), (B) contesting the Third Party Claim which the Indemnifying Party will reimburse elects to contest, including the making of any related counterclaim or cross-complaint against any Person (other than a Buyer Indemnified Party, if the Indemnified Party promptly and periodically for is a Buyer Indemnified Party, or a Seller Indemnified Party, if the costs of defending Indemnified Party is a Seller Indemnified Party). 8.4.6 The Party who is conducting the defense against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) shall provide each other Party such information possessed by the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified who is conducting such defense as such other Party may suffer resulting from, arising out of, relating to, in the nature of or caused by shall reasonably request with respect to the Third Party Claim to and the fullest extent provided in this Section 6defense thereof.

Appears in 1 contract

Samples: Asset Sale Agreement (Sunoco Inc)

Matters Involving Third Parties. (i) 5.5.1 If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 65, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, provided that no delay on the part of the Indemnified Party in notifying shall be precluded from indemnification hereunder for a failure to provide such notice within such time period unless the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (party is actually and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterially prejudiced by such failure. (ii) The 5.5.2 Any Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, which in the good faith judgment case of the Indemnified PartyCrosswinds shall include Dechert LLP); provided, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) abovehowever, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) if the terms of such settlement would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or (ii) a finding or admission of liability or an admission of a violation of law by the Indemnified Party that would have an adverse effect on the Indemnified Party. (iv) In 5.5.3 Unless and until an Indemnifying Party assumes the event any defense of the conditions Third Party Claim as provided in Section 6(d)(ii) above is or becomes unsatisfied5.5.2 above, however, (A) subject to Section 5.5.4 below, the Indemnified Party may defend against and the Third Party Claim in any manner it reasonably may deem appropriate. 5.5.4 In no event shall the Indemnified Party admit any liability with respect to, consent to the entry of any judgment or enter into any settlement with respect to, the a Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of each of the Indemnifying Party in connection therewithParties (not to be withheld unreasonably or delayed), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Federated National Holding Co)

Matters Involving Third Parties. (i) 6.4.1 If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter action or claim by a Third Party (a "Third Party Claim") which that may give rise to a right to claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 66.2 or Section 6.3, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give timely notice shall not affect the part of right to indemnification to the Indemnified Party in notifying extent such failure to give timely notice is not prejudicial to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedParty. (ii) 6.4.2 The Indemnifying Party Party, in accordance with the procedures set forth in Section 6.5, will have the right to defend assume and conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. As provided in Section 6.5, the Indemnifying Party may assume the defense of a Third Party Claim, at the Indemnifying Party’s cost and expense, without also accepting and agreeing to the claim for indemnification described in the related Claim Notice. (iv) In 6.4.3 Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 6(d)(ii) above is or becomes unsatisfied6.4.2, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it reasonably may deem appropriate for the account of the Indemnifying Party. 6.4.4 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the prior written consent of the Indemnifying Party which consent shall not be withheld unreasonably. 6.4.5 If requested by the Indemnifying Party, the Indemnified Party consults agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with and obtains the consent from, the Indemnifying Party and its counsel in connection therewith), (B) contesting the Third Party Claim which the Indemnifying Party will reimburse elects to contest, including the making of any related counterclaim or cross-complaint against any Person (other than a Acquirer Indemnified Party, if the Indemnified Party promptly and periodically for is a Acquirer Indemnified Party, or a Contributor Indemnified Party, if the costs of defending Indemnified Party is a Contributor Indemnified Party). 6.4.6 The Party who is conducting the defense against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) shall provide each other Party such information possessed by the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified who is conducting such defense as such other Party may suffer resulting from, arising out of, relating to, in the nature of or caused by shall reasonably request with respect to the Third Party Claim to and the fullest extent provided in this Section 6defense thereof.

Appears in 1 contract

Samples: Contribution Agreement (Sunoco Logistics Partners L.P.)

Matters Involving Third Parties. (i) a. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification (a “Third Party Claim”) against the other Party (the "Indemnifying Party") under this Section 6Agreement, then the Indemnified Party shall promptly but in no event any later than 5 business days thereafter, notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) b. The Indemnifying Party will have the right to defend assume the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides at any time within 15 days after the Indemnified Party with evidence acceptable to has given notice of the Indemnified Third Party Claim; and provided, further, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts must conduct the defense of the Third Party Claim actively and diligentlydiligently thereafter in order to preserve all rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel to participate in the defense of the Third Party Claim. (iii) c. So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, the above provisions, (A) the Indemnified Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in will not consent to the defense entry of any judgment or enter into any settlement with respect to the Third Party ClaimClaim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party does not impose an injunction or other equitable relief upon the Indemnified Party, and contains a complete release of the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) not to be withheld unreasonably). d. In the event the Indemnifying Party will does not consent to assume and conduct the entry defense of any judgment or enter into any settlement with respect to the Third Party Claim without in accordance with the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfiedprovisions, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (CB) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in and (C) if the Indemnified Party is the Buyer, it may set off the amount of such Third Party Claim against payments owed under this Section 6Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Taser International Inc)

Matters Involving Third Parties. (i) If any third party shall notify any a Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 6ss.8, then the Indemnified Party shall promptly (and in any event within five Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay failure to provide such notice on the part of the Indemnified Party in notifying the Indemnifying Party a timely basis shall relieve not release the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this ss.8 except to the extent) extent the Indemnifying Party thereby is prejudicedactually prejudiced by such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice (who shall also be reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party); provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed), unless the judgment or proposed settlement (x) involves only the payment of money damages against which the Indemnified Party is indemnified by the Indemnifying Party. , (ivy) In does not impose an injunction or other equitable relief upon the event Indemnified Party and (z) does not involve a finding or admission of any violation of Law or other wrongdoing by the Indemnified Party. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Unless and until an Indemnifying Party assumes the defense of the conditions in Section 6(d)(ii) above is or becomes unsatisfiedThird Party Claim, however, (A) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate and the Indemnifying Party shall be bound by any final determination with respect to such Third Party Claim prior to such assumption, provided that the Indemnified Party has defended against such Third Party Claim in a reasonable manner; provided, however, that the Indemnified Party may not agree to any settlement without the consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (iii) Notwithstanding clause (ii) above, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim will create adverse legal precedent or materially affect the ongoing business operations or ongoing business relationships of the Indemnified Party or its Affiliates, then the Indemnified Party will have the right to conduct the defense of the Third Party Claim with counsel of its choice (who shall be reasonably satisfactory to the Indemnifying Party); provided that the Indemnifying Party shall have the right to monitor the defense of such Third Party Claim and participate in the defense thereof at its own expense. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect toto such Third Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld or delayed. (iv) In no event will an Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of the Indemnifying Party in connection therewith(not to be withheld unreasonably or delayed), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (St Paul Companies Inc /Mn/)

Matters Involving Third Parties. (i) 11.3.1 If any third party shall notify any notifies either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 611, then the Indemnified Party shall promptly (and in any event within seven (7) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) 11.3.2 The Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages without any admission of liability and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) In 11.3.3 Unless and until an Indemnifying Party assumes the event any defense of the conditions Third Party Claim as provided for in Section 6(d)(ii) above is or becomes unsatisfied11.3.2 above, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it deems reasonably appropriate. 11.3.4 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of the Indemnifying Party in connection therewith(not to be unreasonably withheld), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Asset Sale Agreement (Del Toro Silver Corp.)

Matters Involving Third Parties. (ia) If any third party shall Third Party will notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification indemnity against the other Party (the "Indemnifying Party") under this Article 6 (the Sellers, on the one hand, and Buyer, on the other hand, each being considered one Party for purposes of this Section 66.4), then the Indemnified Party shall will promptly notify (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) Business Days after receipt of notice by it or (ii) five (5) Business Days before the date a responsive pleading is due) the Indemnifying Party (or, if applicable, the appropriate tail Carrier) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall (or, if applicable, the Indemnifying Party’s appropriate tail Carrier) will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced. prejudiced by such delay. (ii) The b)The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Bi) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, ; (Cii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party; and (Diii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting ; provided, however, such assumption of the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent constitute a waiver of any argument relating to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent obligation of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) indemnify the Indemnified Party may defend against and consent to the entry pursuant to, or of any judgment applicable condition or enter into any settlement with respect tolimitation applicable to such indemnification under, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section Article 6.

Appears in 1 contract

Samples: Asset Purchase Agreement

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter claim (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section Article 6, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (iib) The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (ivc) In Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 6(d)(iisubsection 6.4(b) above is or becomes unsatisfiedabove, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6which consent shall not be withheld unreasonably.

Appears in 1 contract

Samples: Asset Purchase Agreement (Midcoast Energy Resources Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a right to claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 68.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that no delay on writing (the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) “Claim Notice”). The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party provides notifies the Indemnified Party with evidence acceptable to in writing (within twenty (20) days after the Indemnified Party that has given the Claim Notice), (ii) the Indemnifying Party will have conducts the financial resources to defend against the Third Party Claim defense actively and fulfill its indemnification obligations hereunderdiligently, and (Biii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, relief or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) non-monetary remedy. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with this Section 6(d)(ii) above8.4, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. Party (iv) not to be withheld unreasonably). In the event any of the conditions in this Section 6(d)(ii) above 8.4 is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party in connection therewith)Claim, (Bii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) expenses if the Indemnified Party delivers an undertaking to repay if not ultimately entitled to indemnification), and (Ciii) the Indemnifying Party Parties will remain responsible responsible, subject to the terms and limitations set forth in this Article VIII, for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Matters Involving Third Parties. (i) 7.4.1 If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 6Article VII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no . Failure to provide such notice within a timely fashion shall reduce the Indemnifying Party’s obligation to indemnify to the extent such failure or delay on the part of the Indemnified Party in notifying causes the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedsuffer damage or prejudice. (ii) The 7.4.2 Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of his or its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party choice; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party; and further provided the Indemnified Party may participate at its expense in all negotiations, litigation, discovery and related matters, and to participate in the defense thereof. (iv) In 7.4.3 Unless and until an Indemnifying Party assumes the event any defense of the conditions Third Party Claim as provided in Section 6(d)(ii) above is or becomes unsatisfied7.4.2 above, however, (A) the Indemnified Party may defend against and the Third Party Claim in any manner he or it reasonably may deem appropriate. 7.4.4 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that without the Indemnified Party consults with and obtains the prior written consent from, of each of the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6Parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ampco Pittsburgh Corp)

Matters Involving Third Parties. (ia) If any third party shall Third Party will notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification indemnity against the other Party (the "Indemnifying Party") under this Article 6 (the Sellers, on the one hand, and Buyer, on the other hand, each being considered one Party for purposes of this Section 66.4), then the Indemnified Party shall will promptly notify (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) Business Days after receipt of notice by it or (ii) five (5) Business Days before the date a responsive pleading is due) the Indemnifying Party (or, if applicable, the appropriate tail Carrier) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall (or, if applicable, the Indemnifying Party’s appropriate tail Carrier) will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudicedprejudiced by such delay. (iib) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Bi) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, ; (Cii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party; and (Diii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided, however, such assumption of the defense will not constitute a waiver of any argument relating to the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to, or of any applicable condition or limitation applicable to such indemnification under, this Article 6. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Party, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brown & Brown, Inc.)

Matters Involving Third Parties. (i) This Section 7. 5. s subject to the provisions and limitations of Section 7.3.1, 7.3.2, 7.3.3 and 7.3.4. 7.5.1 For purposes of this Section 7.5. a party against which indemnification may be sought is referred to as the “Indemnifying Party” and the party which may be entitled to indemnification is referred to as the “Indemnified Party.” 7.5.2 If any third party shall notify any the Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the other Indemnifying Party (the "Indemnifying Party") under this Section 6Article 7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingwriting setting forth, in reasonable detail, the nature and basis of the claim and the amount thereof, to the extent known, and any other relevant documentation in the possession of the Indemnified Party (a “Notice of Claim”); provided, however, that no delay failure on the part of the Indemnified Party in notifying the to notify any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudicedmaterially prejudiced by such failure. (ii) 7.5.3 The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereundermay, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and own expense, participate in the defense of the Third Party Claimany claim, (B) suit, action or proceeding by providing written notice to the Indemnified Party will not consent and delivering to the entry Indemnified Party a written agreement that the Indemnified Party is entitled to indemnification pursuant to Article 7 for all Losses arising out of such claim, suit, action or proceeding, and that the Indemnifying Party shall be liable for the entire amount of any judgment Loss, at any time during the course of any such claim, suit, action or enter into any settlement proceeding, assume the defense thereof, provided that the Indemnifying Party’s counsel is reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall thereafter consult with the Indemnified Party upon the Indemnified Party’s reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the Third Indemnifying Party Claim without assumes such defense, the prior Indemnified Party shall have the right (but not the obligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If, however, the Indemnifying Party reasonably determines, based upon written consent advice of counsel, that the representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party would present a conflict of interest, then such Indemnified Party may employ separate counsel (CIndemnifying Party’s consent to the choice of counsel is required, such consent not to be unreasonably withheld) to represent or defend it in any such claim, action, suit or proceeding and the Indemnifying Party will shall pay the reasonable fees and disbursements of one such separate counsel. Whether or not consent the Indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the entry Parties hereto shall cooperate in the defense or prosecution thereof. 7.5.4 Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party, as the case may be, of any judgment such claim, suit, action or enter into any settlement with respect proceeding of the kind referred to in this Section 7.4.6 shall also be binding upon the Third Indemnifying Party Claim without the prior written consent of or the Indemnified Party. (iv) In , as the event any case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the conditions in Section 6(d)(ii) above is amount of such settlement or becomes unsatisfiedcompromise, howeverprovided that no obligation, (A) restriction or Loss shall be imposed on the Indemnified Party may defend against and consent to as a result of such settlement without its prior written consent. The Indemnified Party will give the entry Indemnifying Party at least 30 days’ notice of any judgment proposed settlement or enter into compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Party may reject such proposed settlement with respect to, the Third Party Claim (or compromise; provided that the Indemnified Party consults with from and obtains the consent fromafter such rejection, the Indemnifying Party shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith), (B) therewith in excess of the Indemnifying Party will reimburse amount of unindemnifiable Losses which the Indemnified Party promptly and periodically for would have been obligated to pay under the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of proposed settlement or caused by the Third Party Claim to the fullest extent provided in this Section 6compromise.

Appears in 1 contract

Samples: Share Transfer Agreement (Teletech Holdings Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 6Sec. 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as or to the extent that (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (CB) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party, and (DC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(iiSec. 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 6(d)(iiSec. 8(d)(ii)(A) or (B) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), and (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6Sec. 8.

Appears in 1 contract

Samples: Purchase Agreement (Aei Environmental Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 6, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will defend the Indemnified Party, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (BC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (CD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party, and (DE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent from, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.,

Appears in 1 contract

Samples: Stock Purchase Agreement (Orius Corp)

Matters Involving Third Parties. (i) 11.4.1 If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 6Article 11, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingwriting within ten (10) days; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) The 11.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Aa) the Indemnifying Party provides notifies the Indemnified Party with evidence acceptable to in writing within thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will have elects to assume the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderdefense thereof, (Bb) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Cc) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party, and (Dd) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 11.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, 11.4.2: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Cc) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless such settlement (i) is only for money damages, and (ii) does not admit fault on the party of the Indemnified Party. (iv) 11.4.4 In the event any of the conditions in Section 6(d)(ii) above 11.4.2 is or becomes unsatisfied, however, (Aa) the Indemnified Party may defend against and against, and, with the prior written consent of the Indemnifying Party (such consent, not to be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided that the Indemnified Party consults with and obtains the consent fromClaim, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (Cb) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 6Article 11. 11.4.5 The Indemnified Party and the Indemnifying Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing to the defending party such management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. 11.4.6 No Indemnifying Party shall admit or permit to be admitted any fault, responsibility or liability on behalf of an Indemnified Party without such Indemnified Party’s consent, which consent may be granted or withheld at Indemnified Party’s sole discretion.

Appears in 1 contract

Samples: Asset Purchase Agreement (BioScrip, Inc.)

Matters Involving Third Parties. (i1) If any third party shall notify any Party either a Vianet Indemnified Person or the Infinop Stockholders, as the case may be (the in EITHER CASE, AN "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter WITH RESPECT TO ANY MATTER (a A "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against the other Party INDEMNIFICATION AGAINST ANY OTHER PARTY (the THE "Indemnifying PartyINDEMNIFYING PARTY") under this Section 69, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writingEACH INDEMNIFYING PARTY THEREOF IN WRITING; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii2) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (CB) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party Party, and (DC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii9(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv4) In the event any of the conditions in Section 6(d)(ii9(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (provided that and the Indemnified Party consults with and obtains the need not consult with, or obtain any consent from, the any Indemnifying Party in connection therewith), (B) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) ), and (C) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the Third Party Claim to the fullest extent provided in this Section 69.

Appears in 1 contract

Samples: Merger Agreement (Vianet Technologies Inc)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 6Agreement, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiceddisadvantaged or damaged thereby. (ii) The Any Indemnifying Party will have the right to defend the Indemnified Party against the a Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party provides notifies the Indemnified Party, within thirty (30) business days after the Indemnified Party with evidence acceptable has given notice of the Third Party Claim to the Indemnified Indemnifying Party that the Indemnifying Party will have is assuming the financial resources to defend against the defense of such Third Party Claim and fulfill its indemnification obligations hereunder, (B) will indemnify the Indemnified Party against such Third Party Claim involves only money damages in accordance with the terms and does not seek an injunction or other equitable relieflimitations of this Section 8.1, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (DB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the conditions set forth in Section 8.1(f)(ii) are and remain satisfied, then (A) the Indemnifying Party is conducting may conduct the defense of the Third 58 63 Third-Party Claim in accordance with Section 6(d)(ii) aboveClaim, (AB) the Indemnified Party may retain one separate local co-counsel in each relevant jurisdiction at its sole cost and expense and participate in the defense of the Third Party Claimexpense, (BC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (Cnot to be unreasonably withheld), (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which (x) requires a payment by the Indemnified Party other than from the Escrow Amount, (y) imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, or (z) in the case of a Third Party Claim initiated by any taxing authority with respect to Taxes, which would increase the Third Party Claim liability for Taxes of the Indemnified Party, without the prior written consent of the Indemnified Party. , which consent shall not be unreasonably withheld, and (ivE) the Indemnified Party shall, at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense, cooperate in the defense of the matter. In the event any of that the conditions in Section 6(d)(ii8.1(f)(ii) above is are or becomes unsatisfiedbecome unsatisfied in the case of any Third Party Claim, however, (A) then the Indemnified Party may defend against and assume control of the defense of such claim, subject to the requirement that it not enter into any settlement or consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim (provided that the Indemnified Party consults with and obtains matter without the consent from, of the Indemnifying Party in connection therewith)Party, (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Materials Inc /De)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 6Agreement, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiceddamaged thereby. (ii) The Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party notifies the Indemnified Party, within twenty (20) business days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in accordance with the terms and limitations of this Section 5.5, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderhereunder with respect thereto, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the conditions set forth in Section 5.5(f)(ii) are and remain satisfied, then (A) the Indemnifying Party is conducting may conduct the defense of the Third Third-Party Claim in accordance with Section 6(d)(ii) above5.5(f)(ii), (AB) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) except that the Indemnifying Party will not consent be responsible for the fees and expenses of the separate co-counsel to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) extent the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim (provided reasonably concludes that the Indemnified Party consults with and obtains the consent from, counsel the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6.has

Appears in 1 contract

Samples: Merger Agreement (Superior Consultant Holdings Corp)

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section Article 6, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give such notice shall not affect the part of indemnification provided hereunder except to the Indemnified Party in notifying extent the Indemnifying Party shall relieve the have been actually prejudiced as a result of such failure. The Indemnifying Party from shall promptly mitigate any obligation hereunder unless (and then solely such prejudice to the extent) the Indemnifying Party thereby is prejudicedextent possible. (ii) The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party Party; provided, however, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (D) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party), (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. In any event, the Indemnified Party shall have the right to employ separate counsel, at its own expense, to participate and consult with the counsel of the Indemnifying Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Article 6.4(ii) above, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In the no event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim without the prior written consent of each of the Indemnifying Parties (provided not to be withheld unreasonably). (v) In the event any Indemnified Party should have a claim under Article 6 against any Indemnifying Party that does not involve a third party lawsuit, the Indemnified Party consults shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such Party's rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. The Indemnifying Party shall promptly mitigate any such prejudice to the extent possible. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within 30 calendar days after receipt of the Indemnity Notice (the "Dispute Period") whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the amount of the Loss specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Article 6 and obtains the consent fromIndemnifying Party shall pay the amount of such Loss to the Indemnified Party on demand or the third-party claimant, as appropriate. If the Indemnifying Party has delivered notice disputing its liability to the Indemnified Party (a "Dispute Notice") within the Dispute Period, the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse and the Indemnified Party promptly will proceed in good faith to negotiate a resolution of such dispute, and periodically for the costs if not resolved through negotiations within a reasonable time, such dispute shall be resolved through arbitration in accordance with Article 8 of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (MSX International Business Services Inc)

Matters Involving Third Parties. (i) If any third party shall notify any notifies the Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third “Third-Party Claim") which that may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") Parties under this Section 66.6, then the Indemnified Party shall promptly notify the Indemnifying Party Parties thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party Parties shall relieve the Indemnifying Party Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Parties are thereby is prejudiced. (iii) The Indemnifying Party Parties will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Parties notify the Indemnified Party provides in writing within fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Parties will defend against the Third-Party Claim, (ii) the Indemnifying Parties provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party Parties will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunderClaim, (Biii) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief against the Indemnified Party, (Civ) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party Party, and (Dv) the Indemnifying Parties vigorously prosecute and defend against the Third-Party conducts the defense of the Third Party Claim actively and diligentlyClaim. (iiiii) So long as the Indemnifying Party is Parties are conducting the defense of the Third Third-Party Claim in accordance with Section 6(d)(ii6.6(b)(i) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party ClaimClaim subject to the Indemnifying Parties' right to direct the defense, (Bii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party Parties (not to be unreasonably withheld), and (Ciii) the Indemnifying Party Parties will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld) unless the Indemnified Party receives a full release with respect to such Third-Party Claim and any monetary damages are paid in full by the Indemnifying Parties. (iviii) In the event any the Indemnifying Parties do not assume control of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, howeverdefense of any Third-Party Claim, (Ai) the Indemnified Party may defend against the Third-Party Claim, and (ii) the Indemnified Party may consent to the entry of any judgment on or enter into any settlement with respect toto the Third-Party Claim without the prior written consent of the Indemnifying Parties. Notwithstanding anything to the contrary contained herein, the Third Party Claim (provided that Indemnifying Parties will have no indemnification obligations with respect to any claim which has been or will be settled by the Indemnified Party consults with and obtains without the prior written consent from, of the Indemnifying Party in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 6Parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Precision Aerospace Components, Inc.)