Matters Involving Third Parties. (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 by the another Party (the “Indemnifying Party”), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (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 Party (not to be withheld unreasonably). (d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 4 contracts
Samples: Acquisition Agreement (Bergio International, Inc.), Asset Purchase Agreement (Elite Data Services, Inc.), Asset Purchase Agreement (Elite Data Services, Inc.)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this §8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b§8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.§8.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement (Segmentz Inc)
Matters Involving Third Parties. (ai) 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 by against the another other Party (the “Indemnifying Party”)) under this §8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §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)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)Party.
(div) In the event any condition of the conditions in Section 10.4(b§8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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), and (C) the Indemnifying Parties Party will remain responsible for any Damages 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 Article X.§8.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen ten (1510) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.4(ii) hereof, (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)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)Party.
(div) In the event any condition of the conditions in Section 10.4(b8.4(ii) hereof 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.VIII.
Appears in 4 contracts
Samples: Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc)
Matters Involving Third Parties. (a) 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 by the another against any other Party (the “Indemnifying Party”)) under this Article 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudicedprejudiced by such delay.
(b) 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 fifteen (15) 15 days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 PartyParty (it being understood that any Third Party Claim involving a person or entity which is a customer or supplier of the Buyer following the Closing, will be deemed to involve the possibility of such a precedential custom or practice), and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 6.5(b) 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 Party (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b6.5(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.6.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Stran & Company, Inc.)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 12, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 12(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b12(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 12.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Cyberspace Vita, Inc.), Stock Purchase Agreement (Cape Coastal Trading Corp), Stock Purchase Agreement (Synthenol Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Retail Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification under this Retail Business Management Agreement, then: (i) if such notice or knowledge is received or acquired by the another Party (Practice, the “Indemnifying Party”), then the Indemnified Party Practice shall promptly notify each Indemnifying Party thereof in writingRetail Business Manager; providedand (ii) if such notice or knowledge is received or acquired by Retail Business Manager, however, the Retail Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Retail Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is thereby sought is prejudiced.
(b) Any Party from whom such indemnification (the “Indemnifying Party will Party”) is sought shall have the right to defend the Party seeking such indemnification (the “Indemnified Party Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of its the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b7.4(b): (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 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 (not to be withheld unreasonably), Party; and (Ciii) 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)Party.
(d) In If any of the event any condition conditions specified in Section 10.4(b7.4(b) is or becomes unsatisfiednot satisfied, however, ; (Ai) 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 in any manner it reasonably may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ and accountants’ fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Damages adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article X.Agreement.
Appears in 3 contracts
Samples: Retail Business Management Agreement (Eyemasters Inc), Retail Business Management Agreement (Eyemasters Inc), Retail Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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, Party and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 11(c)(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b11(c)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 11.
(v) Principal hereby indemnifies the Company against any and all claims that may be filed by Principal or any other current or former officer, director or employee of the Company by reason of the fact that such person was a director, officer, employee, or agent of the Company or was serving the Company at the request of Principal or the Company as a partner, trustee, director, officer, employee, or agent of another entity, whether such claim is for accrued salary, compensation, indemnification, judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought against the Company (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to an agreement, applicable law, or otherwise).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Shentang International, Inc.), Stock Purchase Agreement (Yummies Inc), Stock Purchase Agreement (Maple Tree Kids, Inc.)
Matters Involving Third Parties. (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 by the another against any other Party (the “"Indemnifying Party”)") under this Paragraph 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) ; the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) ; 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): Paragraph 8.4(b) above:
(A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(B2) 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 ; and
(C3) 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).
(d) In the event any condition of the conditions in Section 10.4(bParagraph 8.4(b) above is or becomes unsatisfied, however, :
(A1) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(B2) 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 ; and
(C3) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Paragraph 8.
Appears in 3 contracts
Samples: Stock Exchange Agreement (Dover Petroleum Inc), Stock Exchange Agreement (Dover Petroleum Inc), Stock Exchange Agreement (American Uranium Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third "Third-Party Claim”") which may give rise to a claim for indemnification by the another against any other Party (the “"Indemnifying Party”)") under this Article 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedmaterially prejudiced by such delay.
(b) Any An Indemnifying Party 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 Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, ; (Bii) 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 Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eiii) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. Unless and until the Indemnifying Party makes an election in accordance with this Section 9.4(b), all of the Indemnified Party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Adverse Consequences subject to indemnification hereunder to the extent provided herein.
(c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 10.4(b): 9.4(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 Third-Party Claim, (Bprovided that the costs and expense of such co-counsel shall be for the account of the Indemnifying Party if the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such co-counsel that there may be one or more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party); (ii) the Indemnified Party will not consent to the entry of any judgment 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 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 Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 2 contracts
Samples: Merger Agreement (Videolabs Inc), Merger Agreement (Videolabs Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) Parties with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification by the another Party against any Acquiror Principal Shareholder (the “Indemnifying Party”)) under this Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 12.3(b) 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 Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b12.3(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.XI.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sweets & Treats Inc.), Share Exchange Agreement (Sweets & Treats Inc.)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the another Party (Practice, the “Indemnifying Party”), then the Indemnified Party Practice shall promptly notify each Indemnifying Party thereof in writingBusiness Manager; providedand (ii) if such notice or knowledge is received or acquired by Business Manager, however, the Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is thereby sought is prejudiced.
(b) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b7.4(b): (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 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 (not to be withheld unreasonably), Party; and (Ciii) 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)Party.
(d) In If any of the event any condition conditions specified in Section 10.4(b7.4(b) is or becomes unsatisfied, however, ; (Ai) 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 in any manner it reasonably may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Damages adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article X.Agreement.
Appears in 2 contracts
Samples: Business Management Agreement (Vision Twenty One Inc), Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b9(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 9.
(v) A claim by a Party for indemnification is the Party's only right to recover damages for breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, provided that no delay on the part of the Indemnified Party in notifying failure to so notify shall not affect any Indemnifying Party shall relieve the Indemnifying Party from any obligation rights or remedies hereunder unless (and then solely with respect to indemnification for Adverse Consequences except to the extent) extent that the Indemnifying Party is thereby prejudicedmaterially prejudiced thereby.
(bii) 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from assume and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts thereafter conduct the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (A) the Indemnified Party may retain separate co-counsel at his or its sole cost and expense and participate in with counsel of his or its choice, which counsel must be reasonably satisfactory to the Indemnified Party, provided that it or he thereafter diligently conducts the defense of the Third Party Claimthereof; provided, (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)however, 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 unreasonably). The Indemnifying Party shall give notice of its or his intention is assuming the defense of a third party claim within thirty (30) days of receipt of notice of such claim from the Indemnified Party.
(diii) In The Indemnified Party shall be entitled to participate in (but not control) the event defense of any condition such action, with its counsel and at its own expense. If the Indemnifying Party does not assume or fails to conduct in Section 10.4(b) is a diligent manner the defense of any such claim or becomes unsatisfiedlitigation resulting therefrom, however, (A) the Indemnified Party may defend againstagainst such claim or litigation, all at the expense of the Indemnifying Party, subject to the limits on the Indemnifying Party's obligations under this Section 11, who shall promptly reimburse all such reasonable costs and expenses as incurred by the Indemnified Party (including settlement costs). Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnifying Party, provided that the Indemnifying Party will hold the Indemnified Party harmless from all of its reasonable expenses, including reasonable attorney's fees, incurred in connection with such cooperation by the Indemnified Party. Notwithstanding the foregoing, in the event that the Indemnified Party reasonably determines in good faith that its interest with respect to such claim cannot appropriately be represented by the Indemnifying Party due to an actual conflict of interest, such Indemnified Party shall have the right to assume control of the defense of, and to compromise or settle, such claim (exercising reasonable business judgment) at the Indemnifying Party's expense; provided; however, that any compromise or settlement shall be subject to the Indemnifying Party's consent, which consent shall not be unreasonably withheld, and the limits on the Indemnifying Party's obligations under this Section 11.
(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 in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any Indemnifying Party in connection therewith), (B) of each of 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 expensesnot to be withheld unreasonably), and (C) the Indemnifying Parties will remain responsible for any Damages 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 Article X..
Appears in 2 contracts
Samples: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the another Party (Practice, the “Indemnifying Party”), then the Indemnified Party Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; providedand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, however, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is thereby sought is prejudiced.
(b) Any Party from whom such indemnification (the “Indemnifying Party will Party”) is sought shall have the right to defend the Party seeking such indemnification (the “Indemnified Party Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of its the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b7.4(b): (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 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 (not to be withheld unreasonably), Party; and (Ciii) 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)Party.
(d) In If any of the event any condition conditions specified in Section 10.4(b7.4(b) is or becomes unsatisfiednot satisfied, however, ; (Ai) 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 in any manner it reasonably may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ and accountants’ fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Damages adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article X.Agreement.
Appears in 2 contracts
Samples: Professional Business Management Agreement (Eye Care Centers of America Inc), Professional Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (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 by the another Party (the “Indemnifying Party”), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within fifteen twenty (1520) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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 such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the agrees that such Third Party Claim is notproperly indemnifiable by Indemnifying Party pursuant to this ARTICLE 9, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse subject to the continuing business interests limitations of the Indemnified PartySection 9.03, and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner. In the event the Indemnifying Party fails to assume the defense of any Third Party Claim within twenty (20) days after notice thereof is given by the Indemnified Party or fails to conduct such defense in an active and diligent manner, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim at the reasonable expense and for the account of the Indemnifying Party.
(cb) So long as the conditions set forth in the first sentence of Section 9.05(a) are and remain satisfied, then: (i) the Indemnifying Party is conducting may conduct the defense of the Third Party Claim in accordance with Section 10.4(b): 9.05(a); (Aii) the Indemnified Party may retain separate co-counsel to participate in such defense at its sole cost and expense and participate (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (A) the employment of separate counsel was authorized in writing by the Indemnifying Party in connection with the defense of the such Third Party Claim, (B) the Indemnified Party will has reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (C) the Indemnified Party’s counsel has advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is an actual conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); and (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld or delayed), consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement settlement, which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto or (C) in the opinion of the Indemnified Party, would reasonably be expected to have an adverse effect on its business, operations, assets, or financial condition.
(c) Notwithstanding the foregoing provisions of this Section 9.05, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim: (i) as to which the Indemnifying Party fails to assume the defense within twenty (20) days after the Indemnified Party gives notice thereof to the Indemnifying Party or which, following assumption, the Indemnifying Party fails to actively and diligently defend; (ii) to the extent the Third Party Claim seeks an Order or other equitable relief against the Indemnified Party which, if successful, would reasonably be expected to have an adverse effect on the business, operations, assets, or financial condition of the Indemnified Party; (iii) in the case where the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification in light of the limitations set forth in Section 9.03; (iv) if such Third-Party Claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action; or (v) the Indemnified Party reasonably believes an adverse determination with respect to the Third action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; provided, however, that the Indemnified Party Claim may make no settlement, compromise, admission, or acknowledgment that would give rise to any liability on the part of the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent may not to be unreasonably 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 Party (not to be withheld unreasonablydelayed).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ammo, Inc.), Asset Purchase Agreement (Ammo, Inc.)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (an Indemnitee the “Indemnified Party”) Purchaser with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by the another Party (the “Indemnifying Party”)under this Section 9, then the Indemnified Party Indemnitee shall promptly notify each Indemnifying Party the Indemnitor thereof in writing; provided, however, that no delay on the part of the Indemnified Party Indemnitee in notifying any Indemnifying Party the Indemnitor shall relieve the Indemnifying Party Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Indemnitor thereby is thereby prejudiced.
(bii) Any Indemnifying Party The Indemnitor and the Stockholders, if applicable, will have the right to defend the Indemnified Party Indemnitee against the Third Party Claim with counsel of its their choice reasonably satisfactory to the Indemnified Party Indemnitee so long as (A) they notify the Indemnifying Party notifies the Indemnified Party Indemnitee in writing within fifteen (15) days after the Indemnified Party Indemnitee has given notice of the Third Party Claim that the Indemnifying Party Indemnitor (and/or the Stockholders, if applicable) will indemnify the Indemnified Party Indemnitee from and against the entirety of any Damages Adverse Consequences the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides Indemnitor (and the Indemnified Party Stockholder, if applicable) provide the Indemnitee with evidence acceptable to the Indemnified Party Indemnitee that the Indemnifying Party Indemnitor (and the Stockholder, if applicable) will have the financial resources to defend against the Third Party Claim and fulfill its their indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (D) settlement ofthe Indemnitor (and the Stockholders, 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 (Eif applicable) the Indemnifying Party conducts conduct the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is Indemnitor (and the Stockholders, if applicable) are conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9(c)(ii) above, (A) 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, (B) 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 Party Indemnitor (and the Stockholders, if applicable) (not to be withheld unreasonably), and (C) the Indemnifying Party Indemnitor 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 (Indemnitee, which will not to be withheld unreasonably)unreasonably withheld.
(div) In the event any condition of the conditions in Section 10.4(b9(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party Purchaser may defend 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 (and the Indemnified Party Purchaser need not consult with, or obtain any consent from, any Indemnifying Party the Seller and/or the Stockholders in connection therewith), (B) the Indemnifying Parties Seller and the Stockholders will reimburse the Indemnified Party Purchaser promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Seller and the Stockholders will remain responsible for any Damages Adverse Consequences the Indemnified Party Purchaser 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 Article X.Section 9.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Response Oncology Inc), Asset Purchase Agreement (Seafield Capital Corp)
Matters Involving Third Parties. (a) 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 by against the another Party other party (the “"Indemnifying Party”)") under this Article 6.00, then the Indemnified Party shall promptly notify each (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) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is thereby prejudiced.
; (b) Any The 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
; (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): paragraph 6.04(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 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 (not to be withheld unreasonably)Party, and (Ciii) 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).
Party; (d) In If any of the event any condition conditions in Section 10.4(bparagraph 6.04(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Damages 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 Article X.6.00.
Appears in 2 contracts
Samples: Purchase Agreement (Anthony Clark International Insurance Brokers LTD), Insurance Brokerage Agreement (Anthony Clark International Insurance Brokers LTD)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against any Losses to the entirety of any Damages the Indemnified Party may suffer resulting from, extent arising out of, relating to, in the nature of, of or caused by resulting from the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party (including the provision of a performance bond) that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) the 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages to indemnify the Indemnified Party may suffer resulting from, for any Losses to the extent arising out of, relating to, in the nature of, of or caused by resulting from the Third Party Claim to the fullest extent provided in this Article X.Section 8.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callaway Golf Co)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) either (A) the Indemnifying Party thereby is thereby prejudiced, or (B) the notice is otherwise given after the dates or time periods specified in ss.8(b)(ii)(B), ss.8(c)(ii)(B), or ss.8(c)(ii)(C) above, as applicable.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will in accordance with and subject to the terms of this ss.8, indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): ss.8(e)(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)Party, and (C) the Indemnifying Party will not may 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 provided the Indemnifying Party pays any and all monetary obligations relating to such judgment or settlement, unless: (not i) such judgment or settlement imposes any non-monetary obligation upon the Indemnified Party, or (ii) such judgment or settlement is, in the good faith judgment of the Indemnified Party, likely to be withheld unreasonably)establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party.
(div) In the event any condition of the conditions in Section 10.4(bss.8(e)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.ss.8.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc)
Matters Involving Third Parties. (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 by the another against any other Party (the “"Indemnifying Party”), ") under this Section 9 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9.4(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 (which consent shall not to unreasonably be withheld unreasonablywithheld), 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 unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
(d) In the event any condition of the conditions in Section 10.4(b9.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages Losses 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 Article X.Section 9.
Appears in 2 contracts
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD), Share Exchange Agreement (Clariti Telecommunications International LTD)
Matters Involving Third Parties. (a) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 8 or Section 9 hereof, then the Indemnified Party shall promptly notify 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 any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify defend the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimParty, (Bii) 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, (C) the Third Third-Party Claim involves only money damages Damages and does not seek an injunction or other equitable relief, (Diii) 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, Party and (Eiv) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 10.4(b): 8.4(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 withheld unreasonably), 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 Party (not to be withheld unreasonablyunreasonably withheld).
(d) In the event any condition of the conditions in Section 10.4(b8.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend 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 reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying 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 Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Third-Party Claim to the fullest extent provided in this Article X.Section 8.
(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. (ai) If any third party shall notify any Party Purchaser (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by against the another Party Company (the “"Indemnifying Party”)") under this Section 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7(c)(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)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)Party.
(div) In the event any condition of the conditions in Section 10.4(b7(c)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 7.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Vie Financial Group Inc), Preferred Stock Purchase Agreement (Vie Financial Group Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 13, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 13(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b13(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 13.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Applied Medical Devices Inc), Stock Purchase Agreement (Smi Products Inc)
Matters Involving Third Parties. (a) If any third party shall notify Seller Party or any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) with respect shall give written notice to the other Person(s) (the “Indemnifying Party”). In that regard, if any matter Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 (a “Third Party Claim”) which may give rise to a claim for indemnification by the another Party (the “Indemnifying Party”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Losses hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party is thereby prejudicedParty’s ability to successfully defend such claim.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Diii) 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 (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 12.4(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 (which consent shall not to be withheld unreasonably), ) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be withheld unreasonably).
(d) In the event that any condition of the conditions in Section 10.4(b12.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties 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 (Ciii) the Indemnifying Parties Party will remain responsible for any Damages Losses 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 Article X.Section 12.4.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Century Energy Corp.), Asset Purchase Agreement (New Century Energy Corp.)
Matters Involving Third Parties. (a1) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 5, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b2) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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), (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 5(d)(2) 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 Party (not to be withheld unreasonably).
(d4) In the event any condition of the conditions in Section 10.4(b5(d)(2) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 5.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to Parent Group or York receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another Person and which may then result in a claim for indemnification under this Article V, then (i) if such notice or knowledge is received or acquired by the another Party Parent Group, the Parent Group shall within twenty (20) days notify York thereof, and (ii) if such notice or knowledge is received or acquired by York, York shall within twenty (20) days notify the “Indemnifying Party”), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingParent Group thereof; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Article V to provide indemnification unless (and then solely to the extentextent that) the party from whom such indemnification is sought is prejudiced. Thereafter, the party seeking indemnification (the "Indemnified Party") shall deliver to the party from whom such indemnification is sought (the "Indemnifying Party"), within five business days after the Indemnified Party's receipt thereof, copies of all notices, correspondence and documents (including, without limitation, court papers) received by the Indemnified Party is thereby prejudicedrelating to the Third Party Claim.
(b) Any The Indemnifying Party will shall have the right to defend against such claim by another Person (the Indemnified Party against the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party) the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages all Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the Third Party Claim, (B) 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 such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Notwithstanding any acknowledgement made pursuant to Section 5.05(b)(i), York shall continue to be entitled to assert any defense to or limitation on its indemnification responsibility contained in Section 5.02.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 5.05(b) hereof, (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, it being understood, however, that the Indemnifying Party shall control such defense, and (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 without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) Party. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or settlement of such matter, and all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the execution of documents necessary to effectuate any reasonable institutional controls that are required as part of a remedial action approved by a Governmental Authority, retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of Records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle any Third Party Claim without the consent of the Indemnified Party, unless such compromise or settlement by the Indemnifying Party involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment, subject to the limitations on the Indemnifying Party's obligations pursuant to Section 5.02. The foregoing notwithstanding, in the event that the Indemnifying Party chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, but later chooses to assume defense of such Third Party Claim and gives notice to the Indemnified Party of such assumption, the Indemnifying Party shall, effective concurrently with the notice, control such defense, and 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 Indemnified Party (not to be withheld unreasonably)Indemnifying Party.
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Matthews International Corp), Stock Purchase Agreement (York Group Inc \De\)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Remote MDX Inc), Stock Purchase Agreement (National Vision Associates LTD)
Matters Involving Third Parties. (ai) If any third party shall notify any Party the Investor (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by against the another Party Company (the “"Indemnifying Party”)") under this Section 6.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 6.2(b)(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)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)Party.
(div) In the event any condition of the conditions in Section 10.4(b6.2(b)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 6.2.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ashton Technology Group Inc), Securities Purchase Agreement (Optimark Holdings Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7.3(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b7.3(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 7.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Laurier International Inc), Stock Purchase Agreement (Laurier International Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this §6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §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 (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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b§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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.§6.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marquie Group, Inc.), Unit Purchase Agreement (Cancer Therapeutics Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification under this Agreement, then: (i) if such notice or knowledge is received or acquired by the another Party (Practice, the “Indemnifying Party”), then the Indemnified Party Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; providedand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, however, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party from whom such indemnification is thereby sought is prejudiced.
(b) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b7.4(b): (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 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 (not to be withheld unreasonably), Party; and (Ciii) 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)Party.
(d) In If any of the event any condition conditions specified in Section 10.4(b7.4(b) is or becomes unsatisfiednot satisfied, however, ; (Ai) 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 in any manner it reasonably may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Damages adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article X.Agreement.
Appears in 2 contracts
Samples: Professional Business Management Agreement (Eye Care Centers of America Inc), Professional Services (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ai) 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 by against the another other Party (the “Indemnifying Party”)) under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to defend participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party against for any period during which the Third Indemnifying Party Claim with counsel of its choice reasonably satisfactory to has not assumed the defense thereof (other than during any period in which the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given shall have failed to give notice of the Third Party Claim that as provided above). If the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, chooses to defend or caused by the prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (Bupon the Indemnifying Party’s request) the provision to the Indemnifying Party provides of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
(iii) Notwithstanding clause (ii) above, (x) the Indemnified Party with evidence acceptable may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party that which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party will have could not adequately represent the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 because such interests would be in conflict with those of the Indemnifying Party, and or (Ey) the Indemnifying Party conducts the defense of the if a Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim claim seeks injunctive or equitable relief in accordance with Section 10.4(b): (A) addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in may, by prior written notice to the defense of Indemnifying Party, assume the Third Party Claimright to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, (B) however, if the Indemnified Party will not consent assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the entry provisions of any judgment this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or enter into any settlement settling such claim; provided that the Indemnifying Party’s liability 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 or compromise shall be subject to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
(dSection 8(d)(iv) below. In the event any condition in Section 10.4(b) 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 a Third Party Claim in any manner it reasonably may deem appropriate injunctive or equitable relief claim that would fall under both subsections (x) and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith(y) of this Section 8(d)(iii), subsection (By) 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 Parties will remain responsible for any Damages 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 Article X.shall control.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Sonic Solutions/Ca/)
Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification by the another against any other Party (the “Indemnifying Party”)) under this Section 9, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any its obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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 hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9.4(b) of this Agreement, (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 (which consent may not to be withheld withheld, conditioned or delayed 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 (which consent may not to be withheld withheld, conditioned or delayed unreasonably).
(d) In If any of the event any condition conditions in Section 10.4(b9.4(b) of this Agreement is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Section 9.
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)
Matters Involving Third Parties. (a) 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 by the against another Party (the “Indemnifying Party”)) under this §9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) Any The 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 fifteen (15) 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the connection with such Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dii) 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 (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and (iv) the Indemnifying Party pays the fees and disbursements of such counsel with regards thereto. Prior to the time which the Indemnifying Party may assume the defense hereunder, the Indemnified Party may take such actions as are necessary to preserve the ability to defend such Third Party Claim.
(c) So long as Subject to the Indemnifying Party is conducting the defense provisions of the Third Party Claim in accordance with Section 10.4(b): §9.4(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; provided, that the reasonable costs and expenses of one counsel (in addition to local counsel) to the Indemnified Party will be paid by the Indemnifying Party if (A) in the opinion of counsel to the Indemnified Party, a conflict of interest exists between the Indemnifying Party and any Indemnified Party or (B) the Third Party Claim seeks nonmonetary relief, (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 (which consent shall not to unreasonably be withheld unreasonablywithheld), 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 unless such settlement is for monetary payments only and a written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Stanadyne Corp), Asset Purchase Agreement (Gentek Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 precedent or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b7(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 7.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)
Matters Involving Third Parties. (a) 7.4.1 If any third third-party shall notify notifies any Party (the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third Third-Party Claim”) which that may give rise to a claim for indemnification by the another against any other Party (the “Indemnifying Party”)) under this Article 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; provided, however, provided that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 7 except to the extentextent (if any) that the Indemnifying Party is thereby prejudicedshall have been actually materially prejudiced thereby.
7.4.2 The Indemnified Party shall determine and conduct the investigation, defense and the settlement, adjustment or compromise of any Third-Party Claim. All of the reasonable costs and expenses incurred by the Indemnified Party in connection with such investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (bincluding reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Any (“Defense Expense Amounts”) shall be included in the Losses for which the Indemnified Party may seek indemnification pursuant to a claim hereunder, and all Defense Expense Amounts shall be indemnified hereunder regardless of whether it is ultimately determined that such Third-Party Claim itself is indemnifiable hereunder.
7.4.3 The Indemnifying Party will shall have the right to defend receive copies of all pleadings, notices and material written communications with the Indemnified Party against third party claimant or its counsel with respect to the Third Third-Party Claim with counsel (to the extent that receipt of its choice reasonably satisfactory such documents by the Indemnifying Party does not affect any privilege relating to the Indemnified Party so long as (A) and subject to execution by the Indemnifying Party notifies of a standard non-disclosure agreement to the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim extent that the such materials contain confidential or proprietary information). The Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim at its own expense (provided the Indemnifying Party may not unilaterally submit or file any pleadings or motions or subpoena any witnesses in any Proceeding related to such Third-Party Claim. However, the Indemnified Party shall have the right in its sole discretion to ultimately determine and conduct the defense of the Third-Party Claim and the settlement, adjustment or compromise of the Third-Party Claim, (B) the Indemnified Party will not consent to the entry so long as such determinations are commercially reasonable.
7.4.4 No settlement, adjustment or compromise of any judgment or enter into any settlement with respect to the Third such Third-Party Claim without with any third-party claimant shall be determinative of the prior written amount of Losses relating to such matter, except for any such settlement, adjustment or compromise entered into with the consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given if (not to be withheld unreasonably), and (Ci) the Indemnifying Party will unreasonably withholds its consent, or (ii) the Indemnifying Party has not objected within 15 days after a written request for such consent by Indemnified Party. In the event that the Indemnifying Party has consented to any such settlement, adjustment or compromise, the Indemnifying Party shall have no power or authority to object under any provision of this Article 7 to the entry amount of any judgment claim by or enter into any settlement with respect to the Third Party Claim without the prior written consent on behalf of the Indemnified Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 for indemnification with respect to Losses related to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out ofof or in connection with such settlement, relating to, in the nature of, adjustment or caused by the Third Party Claim to the fullest extent provided in this Article X.compromise.
Appears in 2 contracts
Samples: Share Purchase Agreement (Quinstreet, Inc), Share Purchase Agreement
Matters Involving Third Parties. (ai) 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 by against the another other Party (the “"Indemnifying Party”)") under this Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8 (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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 8.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Eplus Inc), Asset Purchase and Sale Agreement (Manchester Technologies Inc)
Matters Involving Third Parties. (ai) 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 by the another Party against any other party (the “"Indemnifying Party”)") under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.3(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(bArticle 8.3(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.VIII.
Appears in 2 contracts
Samples: Asset Purchase and Settlement Agreement (Nexar Technologies Inc), Asset Purchase Agreement (Palomar Medical Technologies Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this §8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §8(c)(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)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)Party.
(div) In the event any condition of the conditions in Section 10.4(b§8(c)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.§8.
Appears in 1 contract
Samples: Stock for Stock Exchange Agreement (Intac International Inc)
Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification by the another against any other Party (the “Indemnifying Party”)) under this Section 5, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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 hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 5.4(b) of this Agreement, (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 (not to be withheld unreasonably).
(d) In If any of the event any condition conditions in Section 10.4(b5.4(b) of this Agreement is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Section 5.
Appears in 1 contract
Matters Involving Third Parties. (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 by the another against any other Party (the “"Indemnifying Party”)") under this Article V, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced; it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party's ability to defend against such Third Party Claim.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party or Parties will indemnify the Indemnified Party from and against the entirety of any Damages 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, Claim (B) it being understood by the Indemnifying Party provides Parties that the Indemnified Party may take such actions as are reasonable in connection with evidence acceptable to the Indemnified Party that its defense until it receives such notice from the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 6.4(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 ClaimClaim (provided that the Indemnified Party will have the right to employ separate counsel to represent the Indemnified Party (the fees and expenses of which will be borne by the Indemnifying Party if, in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to such 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, without the prior written consent of the Indemnified Party (not to be withheld unreasonably), consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in which any relief other than the prior written payment of money damages is sought against any Indemnified Party, unless such settlement, compromise or consent of includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party (not of a release from all liability with respect to be withheld unreasonably)such Third Party Claim.
(d) In the event any condition of the conditions in Section 10.4(b6.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.VI.
Appears in 1 contract
Samples: Securities Purchase Agreement (TPG Advisors Iii Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 presidential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any either Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification by against the another other Party (the “Indemnifying Party”)) under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) Any 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.4(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; provided, however, that if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnified Party may engage separate counsel at the expense of the Indemnifying Party, (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 (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b8.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Matters Involving Third Parties. (a) 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 by against the another Party (the “Indemnifying Party”)Parties under this Section 6.6, then the Indemnified Party shall promptly notify each the Indemnifying Party Parties thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party Parties shall relieve the Indemnifying Party Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is Parties are thereby prejudiced.
(bi) Any 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 Party notifies Parties notify the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party Parties will indemnify the Indemnified Party from and defend against the entirety of any 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, (Bii) the Indemnifying Party provides 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, (Ciii) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief against the Indemnified Party, (Div) 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, and (Ev) the Indemnifying Parties vigorously prosecute and defend against the Third-Party conducts the defense of the Third Party Claim actively and diligentlyClaim.
(cii) So long as the Indemnifying Party is Parties are conducting the defense of the Third Third-Party Claim in accordance with Section 10.4(b): 6.6(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 withheld unreasonablyunreasonably 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 Party (not to be withheld unreasonably)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.
(diii) In the event the Indemnifying Parties do not assume control of the defense of any condition in Section 10.4(b) is or becomes unsatisfied, howeverThird-Party Claim, (Ai) the Indemnified Party may defend againstagainst 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 to, to the Third Third-Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult withprior written consent of the Indemnifying Parties. Notwithstanding anything to the contrary contained herein, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse have no indemnification obligations with respect to any claim which has been or will be settled by the Indemnified Party promptly and periodically for without the costs prior written consent of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Parties.
Appears in 1 contract
Samples: Stock Purchase Agreement (Precision Aerospace Components, Inc.)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this ss.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify defend the Indemnified Party from and against the entirety of any Damages Adverse Consequences the Indemnified Party may suffer incur resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): ss.4(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 Party (not to be withheld unreasonably), and (D) the Indemnifying Party shall not be liable for any amounts in excess of the amount payable pursuant to a settlement or judgment if the Indemnified Party does not consent to such settlement or entry of judgment referred to in clause (C) above, unless the withholding of such consent was reasonable.
(div) In the event any condition of the conditions in Section 10.4(bss.4(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.ss.4.
Appears in 1 contract
Samples: Agreement With Target Stockholders (Electronic Control Security Inc)
Matters Involving Third Parties. (a) 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 by the another Party against any other party (the “Indemnifying Party”)) under this Section 14, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is thereby prejudiced.
(ba) Any 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 as:
(Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party Party, without qualification or reservation, from and against the entirety of any Damages 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, ;
(Bii) 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, ;
(Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Div) 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 precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (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 Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.;
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Assets and Stock (Beazer Homes Usa Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this ' 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 as:
(A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, ;
(B) 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, Claim;
(C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ;
(D) 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 ; and
(E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (S) 8(c)(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 ; 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).
(div) In the event any condition of the conditions in Section 10.4(b(S) 8(c)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ attorneys fees and expenses), and ; and
(C) the Indemnifying Parties will remain responsible for any Damages 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 Article X.(S) 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Matters Involving Third Parties. (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 by the another Party (the “Indemnifying Party”), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (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 Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gawk Inc.)
Matters Involving Third Parties. (a) 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 by against the another Party other party (the “"Indemnifying Party”)") under this Article 6.00, then the Indemnified Party shall promptly notify each (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) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is thereby prejudiced.;
(b) Any The 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.;
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): paragraph 6.04(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 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 (not to be withheld unreasonably)Party, and (Ciii) 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).Party;
(d) In If any of the event any condition conditions in Section 10.4(bparagraph 6.04(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Damages 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 Article X.6.00.
Appears in 1 contract
Samples: Purchase Agreement (Anthony Clark International Insurance Brokers LTD)
Matters Involving Third Parties. (a) If any third party 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9.5(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 (which consent shall not to unreasonably be withheld unreasonablywithheld), 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 unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
(d) In the event any condition of the conditions in Section 10.4(b9.5(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties 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, notwithstanding Section 9.3), and (Ciii) the Indemnifying Parties Party will remain responsible for any Damages Losses 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 Article X.Section 9.
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 (which consent shall not to be withheld unreasonablyunreasonably withheld), 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 (which consent shall not to be withheld unreasonably)unreasonably withheld.
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) the Indemnifying lndemnifying 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 11(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 Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Party
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Indemnified Party (the “Indemnified Party”) in writing with respect to any matter (a “"Third Party Claim”) "), which may give rise to a claim for indemnification by against the another Party (the “Indemnifying Party”)Company under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party the Company thereof in writingwriting within fifteen (15) Business Days of receipt of notice of such claim; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party the Company shall relieve the Indemnifying Party from Company of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Company is thereby prejudiced.
(b) Any Indemnifying Party will The Company 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 Company irrevocably notifies the Indemnified Party in writing within fifteen (15) 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party Company will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, Claim (B) it being understood by the Indemnifying Party provides parties that the Indemnified Party may take such actions as are reasonable in connection with evidence acceptable to the Indemnified Party that its defense until it receives such notice from the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party Company is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.3(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; provided, that the Indemnified Party will have the right to employ separate counsel to represent the Indemnified Party (the fees and expenses of which will be borne by the Company if, in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Company exists with respect to such claim), (Bii) the Indemnified Party will shall not consent to the entry of any judgment Judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Company (not to be withheld unreasonably), and (Ciii) the Indemnifying Party Company will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim not, without the prior written consent of the Indemnified Party (not to be withheld unreasonably), consent to the entry of any Judgment or enter into any settlement with respect to the Third Party Claim in which any relief other than the payment of money damages is sought against any Indemnified Party, unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a full release from all liability with respect to such Third Party Claim satisfactory in form and substance to the Indemnified Party.
(d) In Notwithstanding the foregoing, in the event any condition of the conditions in Section 10.4(bSections 8.3(b) and 8.3(c) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate in its sole discretion (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party the Company in connection therewith), (Bii) the Indemnifying Parties will Company shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expensesdisbursements of counsel and other costs reasonably incurred in connection with such Third Party Claim), and (Ciii) the Indemnifying Parties will Company shall remain responsible for any Damages Losses 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 Article X.VIII.
Appears in 1 contract
Matters Involving Third Parties. (a) 6.4.1 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 by against the another Party other party (the “"Indemnifying Party”)") under this Article 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, provided however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) Any 6.4.2 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, ; (B) 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, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Diii) 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 (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) 6.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 6.4.2 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 (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 (not to be withheld unreasonably).
(d) 6.4.4 In the event any condition of the conditions in Section 10.4(b) 6.4.2 above is or becomes become unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties 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 (Ciii) the Indemnifying Parties Party will remain responsible for any Damages 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 Article X.6.
Appears in 1 contract
Matters Involving Third Parties. (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 by the another against any other Party (the “"Indemnifying Party”)") under this Article VII, then the each Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) . 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) . So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7.4(b), (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 (not to be withheld unreasonably).
(d) . In the event any condition of the conditions in Section 10.4(b7.4(b) is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party Parties need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties Party will remain responsible for any Damages 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 Article X.VII.
Appears in 1 contract
Samples: Regulation S Stock Purchase Agreement (Laserlock Technologies Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”), ") under this Section 10(d) then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part writing within 120 days of the Indemnified Party in notifying any Indemnifying Party shall relieve receipt of the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedthird party notification.
(bii) 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 fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (EF) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 10(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 Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Party
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Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this §8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b§8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.§8.
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Matters Involving Third Parties. (a) If any third party shall notify any Party of the Seller Parties or the Buyer Parties (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by the another Party against any other party (the “"Indemnifying Party”)") under this Article VI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party Party, subject to the terms and conditions hereof, will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 6.05(b), (Ai) the Indemnified Party may retain separate co-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 (not to be withheld unreasonably).
(d) In If any of the event any condition conditions in Section 10.4(b6.05(b) is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.VI.
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Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this §7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §7(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b§7(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.§7.
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Matters Involving Third Parties. (ai) 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 by against the another other Party (the “Indemnifying Party”)) under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any The 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 as: (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Damages 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, ; (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 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 (not to be withheld unreasonably), ; 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).
(div) In If any of the event any condition conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties will Party shall 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 Parties will Party shall remain responsible for any Damages 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 Article X.Section 8.
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Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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 hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.4(b) of this Agreement, (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 (not to be withheld unreasonably).
(d) In If any of the event any condition conditions in Section 10.4(b8.4(b) of this Agreement is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Section 8.
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Matters Involving Third Parties. (aA) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Article 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bB) 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 (A1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B2) 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, (C3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D4) 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 (E5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(cC) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9.4(B) above, (A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B2) 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 (C3) 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).
(dD) In the event any condition of the conditions in Section 10.4(b9.4(B) above is or becomes unsatisfied, however, (A1) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B2) 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 (C3) the Indemnifying Parties will remain responsible for any Damages 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 Article X.9.
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Matters Involving Third Parties. (a) 9.3.1 If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a in this §9.3, “Third Party Claim”) which may give rise to a claim Claim for indemnification by for Losses under this § 9, then the another Indemnified Person shall promptly notify the other Party (in this §9.3, the “Indemnifying Party”), then the Indemnified Party shall promptly notify each Indemnifying Party ) thereof in writing; provided, however, that no delay on the part of the Indemnified Party Person in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby materially prejudiced.
(b) Any 9.3.2 The Indemnifying Party will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (A) the as:
9.3.2.1 The Indemnifying Party notifies the Indemnified Party Person in writing within fifteen (15) days 10 Business Days after the Indemnified Party Person has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party Person from and against the entirety of any Damages Loss the Indemnified Party Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the ;
9.3.2.2 The Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) ;
9.3.2.3 settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified PartyPerson, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Person; and
9.3.2.4 The Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) 9.3.3 So long as the Indemnifying Party is conducting conducts the defense of the Third Party Claim in accordance with Section 10.4(b): (A) §9.3.2 above:
9.3.3.1 the Indemnified Party Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) ;
9.3.3.2 the Indemnified Party Person 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 ; and
9.3.3.3 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 Person (not to be withheld unreasonably).
(d) 9.3.4 In the event any condition of the conditions in Section 10.4(b) §9.3.2 above is or becomes unsatisfied, however, (A) :
9.3.4.1 the Indemnified Party Person may defend 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 (and the Indemnified Party Person need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the ;
9.3.4.2 The Indemnifying Parties Party will reimburse the Indemnified Party Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the ; and
9.3.4.3 The Indemnifying Parties Party will remain responsible for any Damages Losses the Indemnified Party Person 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 Article X.§9.
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Matters Involving Third Parties. (ai) 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 by against the another other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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, (E) no conflict of interest exists between the Indemnifying Party and the Indemnified Party, and (EF) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8(h)(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(h)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Barr Pharmaceuticals Inc)
Matters Involving Third Parties. (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 by the another against any other Party (the “"Indemnifying Party”)") under this Article V, then the Indemnified Party shall promptly notify each --------- Indemnifying Party thereof in writing; provided, however, that no delay on the ----------------- part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced; it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party's ability to defend against such Third Party Claim.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party or Parties will indemnify the Indemnified Party from and against the entirety of any Damages 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, Claim (B) it being understood by the Indemnifying Party provides Parties that the Indemnified Party may take such actions as are reasonable in connection with evidence acceptable to the Indemnified Party that its defense until it receives such notice from the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 5.04(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 ClaimClaim (provided that the Indemnified Party will have the right to employ separate counsel to represent the Indemnified Party (the fees and expenses of which will be borne by the Indemnifying Party if, in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to such 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, without the prior written consent of the Indemnified Party (not to be withheld unreasonably), consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in which any relief other than the prior written payment of money damages is sought against any Indemnified Party, unless such settlement, compromise or consent of includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party (not of a release from all liability with respect to be withheld unreasonably)such Third Party Claim.
(d) In the event any condition of the conditions in Section 10.4(b5.04(b) above is or --------------- becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.V. ---------
Appears in 1 contract
Samples: Securities Purchase Agreement (Convergent Communications Inc /Co)
Matters Involving Third Parties. (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 by against the another other Party (the “"Indemnifying Party”)") under this Section 10, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) Any 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 10.5(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 (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 (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b10.5(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties 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 (Ciii) the Indemnifying Parties Party will remain responsible for any Damages 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 Article X.Section 10.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (of the “Indemnified Party”) Parties with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by the another against any Indemnified Party (the “Indemnifying Party”)under this Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Indemnified Party thereby is thereby prejudiced.
(bii) 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 notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Damages adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, as provided in the nature of, Section 9(b)(i) or caused by the Third Party Claim(ii), (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9(c)(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 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 (not to be withheld unreasonably), 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).
(div) In the event any condition of the conditions in Section 10.4(b9(c)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party Parties need not consult with, or obtain any consent from, any Indemnifying Party Parties in connection therewith), (B) the Indemnifying Parties will shall 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 Parties will shall remain responsible for any Damages 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 Article X.Section 9.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Whoodoo Com Inc)
Matters Involving Third Parties. (ai) If any Indemnified Party receives notice of a claim or Proceeding from 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 by the another against any Indemnifying Party under this §8 (the a “Indemnifying PartyThird Party Claim”), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify assume the Indemnified Party from and against the entirety defense of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party Claim, (B) 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 (if any) hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): §8(e)(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b§8(e)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.§8.
Appears in 1 contract
Matters Involving Third Parties. (a) 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 by indemnity against the another other Party (the “Indemnifying Party”) under this Article 6 (the Seller Parties, on the one hand, and Buyer, on the other hand, each being considered one (1) Party for purposes of this Section 6.4), then the Indemnified Party shall will promptly notify each (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) 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 any 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 thereby prejudiced.
(b) Any 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: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, ; (Bii) 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 indemnity obligations hereunder, ; (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, ; (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 6.4(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 (not to be withheld unreasonably)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 (not to be withheld unreasonably)Party.
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 1 contract
Samples: Asset Purchase Agreement (Berkshire Hills Bancorp Inc)
Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “an "Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification by the another against any other Party (the “an "Indemnifying Party”)") under this Section 9, then the Indemnified Party shall promptly promptly, but in no event more than thirty (30) days following such Indemnified Party's receipt of such third party notification, notify each Indemnifying Party in writing of such claim and the amount or the estimated amount thereof in writing; providedto the extent feasible (which estimate shall not be conclusive of the final amount of such claim or demand). However, however, that no delay on the part of the Indemnified Party in notifying any an Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party is thereby prejudiced, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice.
(b) Any Indemnifying Party will have the right at its option, 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim (the "Notice Period") that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by is electing to defend the Third Party Claim, (Bii) 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 (or that the amount remaining in the Escrow Account is sufficient to meet such indemnification obligations), (Ciii) there is no conflict of interest created by the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment Indemnifying Party's choice of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Partycounsel, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including without limitation, reasonable attorney's fees and court costs) incurred by the Indemnifying Party in its defense of the Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. If a Third Party Claim includes a request for a temporary restraining order or preliminary injunction requiring immediate response or action, the Indemnified Party shall have the right to respond to such Claim as it deems appropriate, and thereafter, counsel appointed by the Indemnifying Party (if it chooses to defend pursuant to this Section 9.4(b)) and the Indemnified Party shall serve as co-counsel in defending the Third Party Claim. If the Indemnified Party has a counterclaim against the third party bringing the Third Party Claim that arises from the same transaction or occurrence as the subject matter of the Third Party Claim or is otherwise substantially related to the subject matter of the Third Party Claim, and the Indemnified Party desires to assert and pursue that counterclaim as part of the same proceeding (if any) as the proceeding in which the third party pursues the Third Party Claim, the Indemnified Party shall so notify in writing the Indemnifying Party. In that event, the Indemnified Party and the Indemnifying Party shall fully cooperate in good faith to defend the Third Party Claim and pursue that counterclaim in a manner that fairly protects their respective interests. If the Indemnifying Party elects to defend the Third Party Claim and the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any Third Party Claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use all commercially reasonable efforts in the defense of all such claims.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in accordance with Section 10.4(b): (A) without the prior written consent of the Indemnified Party. However, the Indemnified Party may retain separate co-counsel at shall not unreasonably withhold or delay its sole cost consent. Moreover, the Indemnified Party's consent shall not be required if the judgment or settlement does not include any injunctive or other equitable relief that binds the Indemnified Party; the Indemnifying Party is paying 100 percent of any money damages payable to the third party claimant; and expense the third party delivers a full release of the Indemnified Party (including its directors, officers and participate in Affiliates) to the defense of Indemnified Party.
(d) If the Indemnifying Party does not timely elect to defend the Third Party Claim, (B) the Indemnified Party may elect to defend the Third Party Claim and the Indemnifying Party shall be responsible for the reasonable costs and expenses pertaining to such defense. In that case, 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)Party. However, and (C) the Indemnifying Party will shall not consent to the entry of any judgment unreasonably withhold 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)delay that consent.
(de) The Company hereby agrees that any claim for indemnification by the Buyer under this Section 9 shall first be offset against any amount then remaining in the Escrow Account, in accordance with the terms of the Escrow Agreement.
(f) In the no event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, shall any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically be responsible for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages 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 Article X.expenses of more than a single counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rheometric Scientific Inc)
Matters Involving Third Parties. (ai) 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 by against the another other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 32 37 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).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Buyer Indemnified Party or any Seller Indemnified Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by the another Party against any other party (the “"Indemnifying Party”)") under this Section 14, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(ba) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, of or relating to, in the nature of, or caused by to the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(cb) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 14.4(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 (not to be withheld withheld, delayed or conditioned unreasonably)) provided that the Indemnifying Party shall not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnifying Party without liability or obligation, 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 (not to be withheld withheld, delayed or conditioned unreasonably), provided that the Indemnified Party shall not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnified Party without liability or obligation.
(dc) In the event any condition of the conditions in Section 10.4(b14.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate Claim, and (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties 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 Parties will remain responsible for any Damages 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 Article X..
Appears in 1 contract
Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)
Matters Involving Third Parties. (a) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (Bii) 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 hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.4(b), (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 theIndemnifying 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 (not to be withheld unreasonably).
(d) In If any of the event any condition conditions in Section 10.4(b8.4(b) is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ attorney fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party a party entitled to indemnification under Sections 7.2 or 7.3 (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification by against the another Party other party hereto (the “"Indemnifying Party”)") under this Article VII, then the Indemnified Party shall promptly notify each (and in any event by the sooner to occur of (i) ten days after receipt of notice by it, and (ii) five days prior to the date a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to Section 9.4 hereof)) the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.
materially prejudiced thereby. (b) Any 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 (Ai) the Indemnifying Party promptly notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against Party, to the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, extent indemnification is provided for under Sections 7.2 or caused by the Third Party Claim7.3, (Bii) 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 claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eiii) the Indemnifying Party thereafter conducts the defense of the Third Party Claim as actively and diligently.
diligently as is reasonably appropriate. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7.4(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 (which consent shall not to unreasonably be withheld unreasonablywithheld), 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 unless a written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) is or becomes unsatisfied, howeverfrom all liability thereunder, (Aiv) the Indemnified Indemnifying Party may defend against, and will not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and Claim, which involves an injunction or other equitable relief, without the consent of the Indemnified Party need Party, which consent will not consult withbe unreasonably withheld, or obtain any consent from, any Indemnifying Party in connection therewith), and (Bv) the Indemnifying Parties Party will reimburse not consent to the Indemnified Party promptly and periodically for the costs entry of defending against the any judgment or enter into any settlement with respect to a Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating towhich will, in the nature ofgood faith judgment of the Indemnified Party, likely establish a precedential custom or caused by the Third Party Claim practice adverse to the fullest extent provided in this Article X.continuing business interests of the Indemnified Party.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any an Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which that may give rise to a claim for indemnification by the another against an Indemnifying Party (the “Indemnifying Party”)under this Article 11, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudicedactually and materially prejudiced thereby.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice (including the Indemnifying Party's in-house counsel), reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within fifteen ten (1510) days Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party Claim, (Bii) the Indemnifying Party provides conducts the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against defense of the Third Party Claim in an active and fulfill its indemnification obligations hereunderdiligent manner, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief against the Indemnified Party, (Div) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (v) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (except to the extent provided in Section 8.2(d)) or any criminal or regulatory enforcement action, and (vi) settlement of, or an adverse judgment with respect to, to or the Indemnifying Party's conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice be materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the conditions set forth in Section 11.4(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 10.4(b): 11.4(b), (Aii) 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)expense, 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 not, without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld unreasonablyor delayed).
(d) In the event any condition in Section 10.4(b) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement with respect tothat either imposes an injunction or other equitable relief upon the Indemnified Party, involves a finding or admission of any violation of legal requirements by the Third Party Claim in Indemnified Party, affects any manner it reasonably other claim that may deem appropriate (and be made against the Indemnified Party need or does not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse include a full and general release of the Indemnified Party promptly and periodically for by the costs of defending against plaintiff or claimant in the Third Party Claim matter.
(including reasonable attorneys’ fees and expenses), and (Cd) If the Indemnifying Parties will remain responsible for any Damages Party does not deliver 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 Article X.notice contemplated by
Appears in 1 contract
Samples: Stock Purchase Agreement (UGS PLM Solutions Asia/Pacific INC)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen ten (1510) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 11.4(ii) hereof, (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)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)Party.
(div) In the event any condition of the conditions in Section 10.4(b11.4(ii) hereof 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.XI.
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 9.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third The party shall notify any Party or parties seeking indemnification hereunder (the each, an “Indemnified Party”) with respect shall give the party or parties from whom indemnification is sought or to be sought (each, an “Indemnifying Party”) prompt written notice of any matter Adverse Consequences suffered by, affecting or otherwise directed at it. If an indemnification claim involves a claim by a third party (a “Third Party Claim”) which may give rise to a claim for indemnification by the another Party (the “Indemnifying Party”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedactually and materially prejudiced thereby.
(b) Any The Indemnifying Party will have the right and obligation 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 11.2(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 (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 (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b11.2(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically (at least monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Damages 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 Article X.Section 11.
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby materially prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and (F) there are no conflicts of interest between the Indemnifying Party and the Indemnified Party.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8(e)(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, 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 (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 Party (not to be withheld unreasonably)unless such consent contains an unconditional release of the Indemnified Party.
(div) In the event any condition of the conditions in Section 10.4(b8(e)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 8.
Appears in 1 contract
Samples: Share Exchange Agreement (Equus Total Return, Inc.)
Matters Involving Third Parties. (a) If any third party Party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third "Third-Party Claim”") which may give rise to a claim for indemnification by the another against any Indemnifying Party (the “Indemnifying Party”)under this Section 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided. Provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) . Any Indemnifying Party will shall 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 Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, from or caused by the Third Party Claim, (Bii) 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 Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eiii) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
(c) So long as the . The Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (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 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 (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 Third-Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not to be withheld unreasonably).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Nutraceuticals Inc/Tx)
Matters Involving Third Parties. (ai) If any third party shall notify any Party Purchaser (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) Claim which may give rise to a claim for indemnification by against the another Party Company (the “"Indemnifying Party”)") under this Section 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7(c)(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 (Party, which consent shall not to be withheld unreasonably)unreasonably withheld, 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 (Party, which consent shall not to be withheld unreasonably)unreasonably withheld.
(div) In the event any condition of the conditions in Section 10.4(b7(c)(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties 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 Parties Party will remain responsible for any Damages 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 Article X.Section 7.
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Matters Involving Third Parties. Subject to the terms and conditions set forth in this Section 9:
(a) If any third party 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaims, (Bii) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9.4(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 (such consent not to be withheld unreasonablyunreasonably withheld, delayed or conditioned), 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 unless the prior Indemnifying Party obtains a full written consent release of the Indemnified Party (not to be withheld unreasonably)from all Liability thereunder.
(d) In the event any condition of the conditions in Section 10.4(b9.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, with or obtain any the consent from, from any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties 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 (Ciii) the Indemnifying Parties Party will remain responsible for any Damages Losses 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 Article X.Section 9.
Appears in 1 contract
Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)
Matters Involving Third Parties. (a) 12.4.1 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 by the another Party against any other party (the “Indemnifying Party”), ) under this Article 12 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting within ten (10) days; provided, however, that no delay on the part of the Indemnified Party in notifying 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 thereby prejudiced.
(b) 12.4.2 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 notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (Cb) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dc) 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 (Ed) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) 12.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 12.4.2: (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)Party.
(d) 12.4.4 In the event any condition of the conditions in Section 10.4(b) 12.4.2 is or becomes unsatisfied, however, (Aa) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bb) the Indemnifying Parties 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 (Cc) the Indemnifying Parties Party will remain responsible for any Damages Losses 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 Article X.12.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify (including, without limitation, any Party Governmental Authority) notifies any party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by the another Party against any other party (the “"Indemnifying Party”"), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.then
(b) Any Indemnifying Party will have the right right, at its sole cost and expense, 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not elect to assume control of or otherwise participate in the defense or settlement of any Third Party Claim, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 7.3(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 (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 (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b7.3(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Article X.Section 7.
Appears in 1 contract
Matters Involving Third Parties. (a) 4.4.1 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 by the another against any other Party (the “"Indemnifying Party”)") under this ss.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 4.4.2 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 precedent-setting custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) 4.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): ss.4.4.2 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 Party (not to be withheld unreasonably).
(d) 4.4.4 In the event any condition in Section 10.4(b) is or becomes unsatisfied, however, (A) of 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.conditions inss.
Appears in 1 contract
Samples: Agreement With Controlling Shareholders (Isecuretrac Corp)
Matters Involving Third Parties. (a) 1. 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 as long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So 3. As long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): VIII.D.2 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 (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 (not to be withheld unreasonably).
(d) In 4. If any of the event any condition conditions in Section 10.4(b) VIII.D.2 above is or becomes unsatisfied, however, (Ai) 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 Claim, with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith)appropriate, (Bii) the Indemnifying Parties 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 (Ciii) provided that consent of the Indemnifying Parties Party is received, the Indemnifying Party will remain responsible for any Damages 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 Article X.Section VIII.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification by against the another Indemnifying Party (the “Indemnifying Party”)under this ARTICLE XII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedprejudiced thereby.
(b) Any The Indemnifying Party will shall 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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 such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner. In the event that the Indemnifying Party fails to assume the defense of any Third Party Claim within fifteen (15) days after notice thereof is given by the Indemnified Party, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim at the expense and for the account of the Indemnifying Party.
(c) So long as the conditions set forth in Section 12.4(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 10.4(b): 12.4(b), (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (A) the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of the such Third Party Claim, (B) the Indemnified Party will not consent shall have reasonably concluded that there may be defenses available to the entry of any judgment such Indemnified Party that are different from or enter into any settlement with respect additional to the Third Party Claim without the prior written consent of those available to the Indemnifying Party (not to be withheld unreasonably), and or (C) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel) 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 shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to be withheld unreasonably)any admission or the entry of any judgment with respect to the matter, or enter into any settlement which (A) imposes an injunction or other equitable relief upon the Indemnified Party or (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to such matter.
(d) In Notwithstanding the event any condition above, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in Section 10.4(b) is or becomes unsatisfiedthe defense of), however, (A) and the Indemnified Party may defend againstshall be entitled to have sole control over, and consent the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim (i) as to which the Indemnifying Party fails to assume the defense within fifteen (15) days after the Indemnified Party gives notice thereof to the entry of any judgment Indemnifying Party or enter into any settlement with respect to, (ii) to the extent the Third Party Claim in any manner it reasonably may deem appropriate (and seeks an order, injunction, or other equitable relief against the Indemnified Party need not consult withwhich, if successful, would materially adversely affect the business, operations, assets, or obtain any consent fromfinancial condition of the Indemnified Party; provided, any Indemnifying Party in connection therewith)however, (B) the Indemnifying Parties will reimburse that the Indemnified Party promptly and periodically for shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the costs part of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages Party without the Indemnified Party may suffer resulting from, arising out of, relating to, in prior written consent of the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article X.Indemnifying Party.
Appears in 1 contract
Matters Involving Third Parties. (a) 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 by the another against any other Party (the “Indemnifying Party”)) under this Article 5, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudicedprejudiced by such delay.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, ; (Bii) 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, ; (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Div) 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 PartyParty (it being understood that any Third Party Claim involving a person or entity which is a customer or supplier of Buyer following the Closing, will be deemed to involve the possibility of such a precedential custom or practice); and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 5.5(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 (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 (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b5.5(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) 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 Parties will remain responsible for any Damages 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 Article X.5.
Appears in 1 contract
Matters Involving Third Parties. (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 by the another against any other Party (the “Indemnifying Party”)) under this Article 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9.4(b), (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 Party (not to be withheld unreasonably).
(d) In the event any condition of the conditions in Section 10.4(b9.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.9.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Organic Agriculture, Inc.)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.44 49
Appears in 1 contract
Samples: Asset Purchase Agreement (Leap Wireless International Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification by the another Party against any other party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, ; relating to, in the nature of, ; or caused by the Third Party Claim, (Bii) the Third Party Claim does not seek any material equitable relief, (iii) the Indemnifying Party provides shall conduct a good faith and diligent defense at its own expense, and (iv) the Indemnifying Party keeps the Indemnified Party with evidence acceptable to apprised of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against status of the Third Party Claim and fulfill its indemnification obligations hereunderfurnishes the Indemnified Party with all documents and information reasonably requested by the Indemnified Party; provided, (C) however, that if the named parties to the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) include both the Indemnifying Party conducts and the defense Indemnified Party and representation of both parties by the Third same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party Claim actively and diligentlyshall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel in any jurisdiction.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.5(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 (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 unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
(d) In the event any condition of the conditions in Section 10.4(b8.5(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and with the prior written consent of the Indemnified Party need Party, which consent shall not consult with, or obtain any consent from, any Indemnifying Party in connection therewithunreasonably be withheld), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages Losses 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 Article X.Section 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Renaissance Worldwide Inc)
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b9(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 9.
(v) Nothing in this paragraph (d) shall be construed as lengthening the survival period for representations and warranties under paragraph (a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Pace Health Management Systems Inc)
Matters Involving Third Parties. (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 by the another against any other Party (the “"Indemnifying Party”)") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(b) 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) 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, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) 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 (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 8.4(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 (which consent shall not to unreasonably be withheld unreasonablywithheld), 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 unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
(d) In the event any condition of the conditions in Section 10.4(b8.4(b) above is or becomes unsatisfied, however, (Ai) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) 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 (Ciii) the Indemnifying Parties will remain responsible for any Damages Losses 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 Article X.Section 8.
Appears in 1 contract
Samples: Merger Agreement (Clariti Telecommunications International LTD)
Matters Involving Third Parties. (a) If any third party shall notify any an Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification by against the another Party (the “Indemnifying Party”)Parties under this Article 7, then the Indemnified Party shall promptly notify each the Indemnifying Party Parties thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party Parties shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedprejudiced thereby.
(b) Any The Indemnifying Party Parties will have the right right, at their sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Parties’ choice, reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies Parties notify the Indemnified Party in writing Party, within fifteen ten (1510) calendar days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Parties, that the Indemnifying Parties are assuming the defense of such Third Party Claim and will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party Claim, Claim in accordance with the terms and limitations of this Article 7 and (Bii) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts Parties conduct the defense of the Third Party Claim actively in an active and diligentlydiligent manner. In the event that the Indemnifying Parties fail to assume the defense or settlement of any Third Party Claim within ten (10) calendar days after notice thereof is given by the Indemnified Party, or fail to conduct the defense in an active and diligent manner, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Third Party Claim at the expense and for the account of the Indemnifying Party.
(c) So long as the conditions set forth in Section 7.5(b) are and remain satisfied, then (i) the Indemnifying Party is conducting Parties may conduct the defense of the Third Third-Party Claim in accordance with Section 10.4(b): 7.5(b), (Aii) the Indemnified Party Parties may retain separate co-counsel at its their 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 (Ciii) the Indemnifying Party Parties will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim not, without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld or delayed), consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto or (not to be withheld unreasonably)C) in the reasonable opinion of the Indemnified Party, could have a material adverse effect on its reputation, business, operations, assets, or financial condition.
(d) In Notwithstanding the event any condition foregoing, if (i) an Indemnified Party determines in Section 10.4(b) good faith that there is a reasonable probability that an action may materially and adversely affect it or becomes unsatisfied, howeverits Affiliates other than as a result of monetary damages, (ii) the Indemnifying Party shall not have (A) assumed the defense of the Third-Party Claim, (B) conducted the defense in an active and diligent manner or (C) employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may defend against, and consent be defenses available to such Indemnified Party that are different from or additional to those available to the entry Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of any judgment interest that could violate applicable standards of professional conduct to have common counsel, then, in each case, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or enter into any settle such action, but the Indemnifying Party shall have no liability with respect to a compromise or settlement with respect to, the Third to such Third-Party Claim in any manner it reasonably may deem appropriate entered into without its consent (and the Indemnified Party need which shall not consult withbe unreasonably withheld, conditioned or obtain any consent from, any Indemnifying Party in connection therewithdelayed), (B) 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 Parties will remain responsible for any Damages 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 Article X..
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “"Indemnifying Party”)") under this Sec.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) Any Indemnifying indemnifying Party will have the right to defend the Indemnified Party against the Third Party Part 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 fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 of business interests of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing of business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): Sec.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 unreasonablyunreasonably withheld), 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 unreasonablyunreasonably withheld).
(div) In the event any condition of the conditions in Section 10.4(bSec.8(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Sec.8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Canterbury Corporate Services Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) Person with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification by the another against an Indemnifying Party (the “Indemnifying Party”)under this Article XI, then the Indemnified Party Person shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Person in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedactually and materially prejudiced thereby. The notice described in this Section 11.4(a) shall describe the Third Party Claim in reasonable detail to the extent known, and shall indicate the amount (estimated, if necessary and if then estimable) of the Indemnifiable Loss that has been or may be suffered.
(b) Any The Indemnifying Party will shall have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party Person, so long as as: (Ai) the Indemnifying Party notifies the Indemnified Person, within thirty (30) days after the Indemnified Person has given written notice of the Third Party Claim to the Indemnifying Party (unless in writing such notice the Indemnified Person certifies, in good faith, that the failure to assume such defense within fifteen (15) days after would materially prejudice the Indemnified Person by a delay in assuming the defense beyond fifteen (15) days, in which case, the Indemnified Person shall have the right to assume the defense subsequent to the expiration of such fifteen (15) day period if the Indemnifying Party has given notice of fails to so assume the Third Party Claim defense thereof as provided in and subject to Section 11.4(d)), that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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 such Third Party Claim and fulfill its indemnification obligations hereunder, (C) shall indemnify the Indemnified Person against such Third Party Claim involves only money damages in accordance with the terms and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment limitations of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, this Article XI; and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner.
(c) So long as the conditions set forth in Section 11.4(b) are and remain satisfied: (i) the Indemnifying Party is conducting may conduct the defense of the Third Party Claim in accordance with Section 10.4(b): 11.4(b); (Aii) the Indemnified Party Person may retain separate co-counsel at its sole cost and expense (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Person if (A) the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Third Party Claim or (B) the Indemnified Person’s counsel shall have advised the Indemnified Person in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel; and (iii) the Indemnifying Party may not, without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), enter into a settlement with respect to a Third Party Claim; provided that, the Indemnifying Party may, without the prior written consent of the Indemnified Person, enter into a settlement of a Third Party Claim so long as it (1) does not impose an injunction or other equitable relief upon the Indemnified Person, (2) involves the payment of money damages for which sufficient funds remain in the Fixed Escrow Account and (3) includes an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Person and all of its Affiliates and Representatives from all liability with respect thereto.
(d) Notwithstanding Sections 11.4(b) and 11.4(c), the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Person shall be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any Third Party Claim: (i) as to which the Indemnifying Party fails to assume the defense within thirty (30) days after the Indemnified Person gives notice thereof to the Indemnifying Party (unless in such notice the Indemnified Person certifies, in good faith, that the failure to assume such defense within fifteen (15) days would materially prejudice the Indemnified Person by a delay in assuming the defense beyond fifteen (15) days), in which case, the Indemnified Person shall have the right to assume the defense subsequent to the expiration of such fifteen (15) day period if the Indemnifying Party fails to so assume the defense thereof); (ii) to the extent the Third Party Claim seeks an Order, injunction or other equitable relief against the Indemnified Person which, if successful, would adversely affect in any material respect the business, operations, assets or financial condition of the Indemnified Person; (iii) in the case where the Indemnifying Party fails to satisfy its obligations under Section 11.4(b)(ii) or Section 11.4(c)(ii); or (iv) in the case where the Securityholders are the Indemnifying Party and the Third Party Claim in issue and the Indemnified Losses in connection therewith involve or are reasonably likely to involve an amount in excess of 150% of the amount remaining in the applicable portion of the Fixed Escrow Amount available for the satisfaction of such Third Party Claim and Parent Indemnifiable Losses (after taking into account the other unresolved Parent Indemnifiable Losses asserted in good faith against such portion of the Fixed Escrow Amount). Notwithstanding anything to the contrary in this Section 11.4, if an Indemnified Person assumes control of the defense of any Third Party Claim, the costs incurred by such Indemnified Person in connection with the defense of such Third Party Claim shall not be included in the calculation of Indemnifiable Losses relating to such Third Party Claim and shall be paid solely by the Indemnified Person; provided that, nothing in this Section 11.4(d) shall limit the Parent’s or the Surviving Corporation’s right to recover legal fees as and to the extent set forth on Schedule N.
(e) If an Indemnified Person assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.4, such Indemnified Person may enter into any settlement, compromise, admission or acknowledgement of the validity of such Third Party Claim without obtaining the prior written consent of the Indemnifying Party; provided, however, that the Indemnified Person shall make no settlement, compromise, admission or acknowledgment that would (i) pursuant to its terms, impose any liability or obligation (under this Article XI or otherwise) on the part of the Indemnifying Party or (ii) any admission that the Securityholders in their capacity as Securityholders were at fault in connection with matter, omission or event giving rise to 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 in each case 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 Party (not to be withheld unreasonably)Party.
(df) In If an Indemnified Person assumes control of the event any condition in Section 10.4(b) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry defense of any judgment or enter into any settlement with respect to, the Third Party Claim in accordance with the provisions of Section 11.4(d)(ii) or (iv) and a judgment or arbitral award is rendered against such Indemnified Person or any manner it reasonably may deem appropriate (and of its Affiliates, then the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), shall be liable for only 50% of the Losses otherwise subject to indemnification hereunder with respect to such judgment or arbitral award.
(Bg) 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 Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim Notwithstanding anything to the fullest extent provided in this Article X.contrary, the control, defense and prosecution of the Schedule M Filings shall be governed exclusively by Section 9.1(e) and Schedule Q.
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 by the another against any other Party (the “Indemnifying Party”)) under this Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced.
(bii) 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 fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages 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, (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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): 9(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 Party (not to be withheld unreasonably).
(div) In the event any condition of the conditions in Section 10.4(b9(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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.Section 9.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification by against the another Party other party hereto (the “"Indemnifying Party”)") under this Article VII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof promptly and in writingany event within five Business Days after receiving any written notice from a third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party is thereby prejudicedprejudiced thereby.
(b) Any Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate.
(c) The Indemnifying Party will have may at any point in time choose to assume the right to defense of all of such matter, in which event:
(i) the Indemnifying Party shall defend the Indemnified Party against the Third Party Claim matter 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 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) 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 (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.,
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.4(b): (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the fees and participate in expenses of such separate co-counsel to the extent the Indemnified Party reasonably concludes that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party (but only to the extent of such additional defenses)), and
(iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense.
(d) Assumption of the defense of any matter by the Third Indemnifying Party Claim, shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article VII.
(Be) the The Indemnified Party will shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party (Party, which consent may not to be unreasonably withheld unreasonably), and (C) the or delayed. The Indemnifying Party will shall not consent to the entry of a judgment with respect to any judgment matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be unreasonably withheld unreasonablyor delayed).
(d) In the event any condition in Section 10.4(b) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) 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 Parties will remain responsible for any Damages 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 Article X.
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