Matters Involving Third Parties. 8.2.1 If any third party shall notify either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. 8.2.2 An 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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. 8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly within twenty (20) days notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing (the "Defense Notice") 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (ivB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party delivers a Defense Notice, the Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party's counsel in the defense of the Third Party Claim, including, without limitation, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) 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 the Indemnifying Party shall control the defense of the Third Party Claim, (iiB) 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 (iiiC) 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); provided, however, that the Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment with respect to any such Third Party Claim that requires only the payment of money damages by the Indemnifying Party with no injunction or other equitable relief and that includes as an unconditional term thereof the release by the third party of the Indemnified Party from any and all liability in respect of such Third Party Claim.
8.2.4 (iv) In the event any the Indemnifying Party does not conduct the defense of the conditions in Section 8.2.2 above is or becomes unsatisfiedThird Party Claim actively and diligently, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (1) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced or the notice is given after the Expiration Date.
8.2.2 An (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 (iA) 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 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, (iiB) 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, whether through the Escrow Fund or otherwise, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(2) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (4) In the event any of the conditions in Section 8.2.2 8(d)(2) above is or becomes unsatisfied, however, (iA) 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 Indemnified Party need not obtain the prior written consent of the Indemnifying Party Party, which shall not be unreasonably withheld or delayed, to the fullest extent provided in connection therewith)this Section 8, (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) to the fullest extent provided in this Section 8, and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section ? 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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
(iA) 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 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, ;
(iiB) 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, ;
(iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief;
(D) settlement of, if anyor an adverse judgment with respect to, would the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, and likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party; and
(ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, ,
(iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(iiB) 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
(iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, ,
(iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), ;
(iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and ; and
(iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any indemnified party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party party (the "“Indemnifying Party"”) under this Section 8Article XI, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party and the Escrow Agent thereof in writingwriting (an “Indemnification Notice”); provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) business days (or earlier in the event the underlying Third Party claim requires action) 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 Adverse Consequences (subject to the limitations contained herein) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedent or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event that any of the conditions in Section 8.2.2 11.4(b) above is or becomes unsatisfiedfail to be complied with, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI.
(e) Notwithstanding anything to the contrary contained in this Article XI, the Party conducting the defense of any Third Party Claim shall not settle and pay any Third Party Claim unless and until the other Party shall have consented thereto, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Merger Agreement (Selway Capital Acquisition Corp.)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Indemnified Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 Adverse Consequences the Indemnified Party may suffer resulting fromas provided in Section 8(b)(i) or (ii) above, arising out of, relating to, in the nature of, or caused by the Third Party Claimas may be applicable, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business 34 Form 8-K, Exhibit 2 interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party Parties in connection therewith), (iiB) the Indemnifying Party will Parties shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will Parties shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Merger Agreement (Publishing Co of North America Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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.
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 28 Indemnified Party need not consult with, or obtain the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 Adverse Consequences Investor Indemnified Liabilities the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
8.2.4 (d) In the event any of the conditions in Section 8.2.2 9.3(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences -40- Investor Indemnified Liabilities the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.
Appears in 1 contract
Samples: Class a Common Stock Purchase Agreement (Monitor Clipper Equity Partners Lp)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8(S)9, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 Adverse Consequences suffered by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 (S)9(e)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 (S)9(e)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences suffered by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)9.
Appears in 1 contract
Samples: Share Purchase Agreement (International Fuel Technology Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either a Buyer Indemnified Party or a Seller Indemnified Party (the "either, an “Indemnified Party"”) with respect to any matter claim or Action (including notification of a Tax audit, proceeding or other Action) (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 8ARTICLE IX, then the Indemnified Party shall promptly notify the Indemnifying Seller, in the case of a Third Party Claim against a Buyer Indemnified Party, or Buyer, in the case of a Third Party Claim against a Seller Indemnified Party (in each case a “Notified Party”) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party to provide such notice shall relieve the Indemnifying any Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying such Party thereby is prejudiced.
8.2.2 An Indemnifying (b) The Notified 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 (i) the Indemnifying Notified Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party that has given notice of the Third Party Claim that the Indemnifying Party indemnification provisions of this Agreement will indemnify the Indemnified Party from and against the entirety of apply to any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Notified Party conducts the defense of the Third Party Claim actively and diligentlydiligently at its own cost and expense, and (iii) in the reasonable opinion of the Indemnified Party, the Notified Party has the demonstrated financial resources to pay the full amount of any Third Party Claim at all times that it is defending the Indemnified Party.
8.2.3 (c) So long as the Indemnifying Notified Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, and (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Notified Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (iii) the Indemnifying . The Notified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without unless written agreement is obtained releasing the prior written consent Indemnified Party from all liability thereunder and the settlement does not call for any monetary payment by the Indemnified Party or any other liability on the part of the Indemnified Party (not to be withheld unreasonably)Party.
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 If any third party shall notify either Party any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 814, then the Indemnified Indemni- fied Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is prejudiced.
8.2.2 An (A) 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:
(i1) 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 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, ;
(ii2) 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, ;
(iii3) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief;
(4) settlement of, if anyor an adverse judgment with respect to, would the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, and likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party;
(iv5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; and
(6) the counsel selected at the time of selection and continuously has, in the reasonable judgment of the Indemnified Party, no conflict of interest with respect to each action and its appearance therein. In addition to the foregoing, in the event that the Indemnified Party is the Purchaser, as a condition to undertaking the defense of the indemnified claim, the Seller must provide to the Purchaser the unconditional agreement by Calton agreeing to be primarixx xxxble and responsible to the Purchaser without defense or claim as to the Indemnified Claim.
8.2.3 (B) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, 14.3 hereof:
(i1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(ii2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim claim without the prior written consent of the Indemnifying Party (Party, not to be withheld unreasonably), and ; and
(iii3) 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, not to be withheld unreasonably).
8.2.4 (C) In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied14.3 hereof are not satisfied at any time, however, :
(i1) 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 the any consent of the from, any Indemnifying Party in connection therewith), ;
(ii2) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and ;
(iii3) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 814.; and
(4) the remaining restrictions set forth at Section (ii) shall no longer be applicable.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 8.4.1 If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced thereby.
8.2.2 An 8.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice (and reasonably satisfactory to the Indemnified Party Party) so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given gives notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4.2 above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 will not to be withheld unreasonablyunreasonably withheld), and (iiiC) 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 will not to be withheld unreasonablyunreasonably withheld).
8.2.4 8.4.4 In the event any of the conditions in Section 8.2.2 8.4.2 above is or becomes unsatisfied, however, (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (( a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8(S) 7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 (S) 7(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 7(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting fromresulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S) 7.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) the Indemnifying Party notifies notified the Indemnified Party in writing within fifteen (15) with 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will will, to the full extent required by this Agreement, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damage and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a prejudicial custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(c)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting suffer, result from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Canterbury Consulting Group Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, and likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and (F) the Indemnifying Party keeps the Indemnified Party informed of all material developments in connection with the Third Party Claim.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer suffer, resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either 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 against the any other Party (the "“Indemnifying Party"”) under this Section §8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. Notification of any claims for indemnity hereunder shall be provided regardless of whether the claimed amounts are above or below the $300,000 aggregate threshold amount.
8.2.2 An (ii) 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 (iA) 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 that, notwithstanding any other provision of this Agreement to the contrary (including without limitation the limitation on liability set forth in §8(b)), the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 §8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 §8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section §8, but, in the case of both clause (B) and (C) immediately above, subject to the limits on such liability set forth in §8(b). The Indemnifying Party may retain separate counsel at its sole cost and expense and participate in the defense of the Third Party Claim.
Appears in 1 contract
Samples: Purchase Agreement (Elkcorp)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party party (the "“Indemnifying Party"”) under this Section 8Article XI, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party and the Escrow Agent thereof in writingwriting (an “Indemnification Notice”); provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days Business Days (or earlier in the event the underlying Third Party claim requires action) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedent or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event that any of the conditions in Section 8.2.2 11.3(b) above is or becomes unsatisfiedfail to be complied with, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI.
(e) Notwithstanding anything to the contrary contained in this Article XI, Parent, the Company and Merger Subsidiary shall not settle and pay any Third Party Claim unless and until Parent shall have obtained the prior written consent of the Stockholders’ Representative to such settlement which consent the Stockholders’ Representative shall not unreasonably withhold or delay.
Appears in 1 contract
Samples: Merger Agreement (Affinity Media International Corp.,)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8§7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
8.2.2 An (ii) Any 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 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 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, (iiB) 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, (iiiC) such the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief sought by relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8.2.2 §7(d)(ii) above, (iA) 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, (iiB) 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 unreasonablyunreasonably withheld), and (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 §7(d)(ii) above is or becomes unsatisfied, however, (iA) 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 it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 8§7.
Appears in 1 contract
Samples: Property Purchase Agreement (Titan Holding Group, Inc.)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either notifies any Indemnified Party (the "Indemnified Party") with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Indemnifying Party (the "Indemnifying Party") under this Section 8Article IX, then the Indemnified Party shall must promptly after receipt of notice of the Third Party Claim notify the Indemnifying Party thereof in writing; provided. Such notice shall state the nature and basis of such Third Party Claim and the amount thereof to the extent known, howeverand shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, that including without limitation, any summons, complaint or other pleading which may have been served, any written demand or other document or instrument. Notwithstanding the foregoing, no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudicedmaterially prejudiced thereby.
8.2.2 An (b) 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 as: (i) 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 Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party Claim, ; and (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) 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 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 expense and for the account of the Indemnifying Party.
8.2.3 (c) So long as the conditions set forth in Section 9.5(b) are and remain satisfied, then: (i) the Indemnifying Party is conducting may conduct the defense of the Third Party Claim in accordance with Section 8.2.2 above, 9.5(b); (iii) the Indemnified Party may retain separate co-counsel at its the Indemnified Party’s sole cost and expense expense; and participate in (iii) the defense Indemnifying Party shall not, without the prior written consent of the Third Party Claim, (ii) the Indemnified Party will (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 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) includes any statement to or an admission of fact, culpability or failure to act by or on behalf of the Indemnified Party or any of its Affiliates.
(d) Notwithstanding the above, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at the Indemnifying Party’s 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 {N0221423 } 69 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 adversely affect the business, operations, assets, or financial condition of the Indemnified Party; (iii) in the case where the Seller is the Indemnifying Party and the Indemnifiable 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 9.3; (iv) which relates to or arises in connection with any criminal matter; (v) which relates to the Indemnified Party’s customers, suppliers, vendors or other business relations and would reasonably be expected to have a material and adverse effect on the Indemnified Party’s business; (vi) as to which the Indemnifying Party has failed or is failing to defend in good faith; (vii) where such Third Party Claim is an insured event under any policy of insurance then maintained by the Indemnified Party; or (viii) as to which the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article IX; provided, however, that the Indemnified Party 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 withheld unreasonably)unreasonably withheld, and (iii) the Indemnifying Party will not consent to the entry of any judgment conditioned 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).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8(S)6, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingwriting (which notice shall contain a copy of any written allegations giving rise to a claim for indemnity); provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the controlling business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 (S)6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 (S)6(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)6.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either Party (the "Indemnified Party") Purchaser with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 89, then the Indemnified Party Purchaser shall promptly notify the Indemnifying Party Sellers thereof in writing; provided, however, that no delay on the part of the Indemnified Party Purchaser in notifying the Indemnifying Party Sellers shall relieve the Indemnifying Party indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party indemnitor thereby is are prejudiced.
8.2.2 An Indemnifying Party (ii) The Sellers and the Group will have the right to defend the Indemnified Party Purchaser against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Purchaser so long as (iA) they notify the Indemnifying Party notifies the Indemnified Party Purchaser in writing within fifteen (15) 15 days after the Indemnified Party Purchaser has given notice of the Third Party Claim that the Indemnifying Party Sellers will indemnify the Indemnified Party Purchaser from and against the entirety of any 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, (iiB) the Indemnifying Party Sellers and the Group provides the Indemnified Party Purchaser with evidence reasonably acceptable to the Indemnified Party Purchaser that the Indemnifying Party Sellers and the Group will have the financial resources to defend against the Third Party Claim and fulfill its his indemnification obligations hereunder, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if grantedin the good faith judgment of the Purchaser, result in likely to establish a material precedential custom or practice adverse effect on to the Indemnified Party's businesscontinuing business interests of the Purchaser, and (ivE) the Indemnifying Party conducts Sellers and the Group conduct the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is Sellers and the Group are conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9(c)(ii) above, (iA) the Indemnified Party Purchaser may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party Purchaser 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 Sellers and the Group (not to be withheld unreasonably), and (iiiC) the Indemnifying Party Sellers and the Group 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)Purchaser.
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 9(c)(ii) above is or becomes unsatisfied, however, (iA) 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, the consent of the Indemnifying Party Seller in connection therewith), (iiB) the Indemnifying Party Sellers and the Group 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 (iiiC) the Indemnifying Party Sellers and the Group will remain responsible for any 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 Section 89.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (1) If any third party shall notify either any Party (the "“Indemnified Party"“) with respect to any matter (a "Third “Third-Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section §8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
8.2.2 An (2) Any 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 (iA) 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 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, (iiB) 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, (iiiC) such the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief sought by relief, (D) settlement of, or an adverse judgment with respect to, the Third third Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently; provided, however, if the Adverse Consequences might exceed the sum of Five Hundred Thousand Dollars ($500,000) as reasonably estimated in good faith by the Indemnified Party or, in addition, in the case where Buyer Indemnitees are the Indemnified Party, the balance remaining in the Escrow Fund, whichever is less, then the Indemnified Party may, at its option, control the defense of the Third-Party Claim.
8.2.3 (3) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8.2.2 §8(f)(2) above, (iA) 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, (iiB) 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 unreasonablyunreasonably withheld), and (iiiC) 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).
8.2.4 (4) In the event any of the conditions in Section 8.2.2 this Agreement above is or becomes unsatisfied, however, (iA) 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 it reasonably the Indemnified Party may deem appropriate (and the Indemnified Party need not consult with, or obtain the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section §8.
Appears in 1 contract
Samples: Merger Agreement (Anaren Inc)
Matters Involving Third Parties. 8.2.1 38
(a) If any third party shall notify either Party any Seller, the Company or Telepad (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 8Article VIII, then the such Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extent) , the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above7.05(b), (i) 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, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 In the event (d) If, however, any of the conditions in Section 8.2.2 above 7.05(b) is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VII.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any Person entitled to indemnification under this Section 7 (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification pursuant to this Section 7 against the any other Party Person required to provide such indemnification (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim (whether or not otherwise required hereunder and with no reservation of rights), (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) the Claim for indemnification does not relate to or arise in connection with any criminal proceeding, would action, indictment, allegation or investigation, (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vi) the Indemnified Party has not been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Party and the Indemnifying Party, and (ivvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or judgment, enter into any settlement with respect to the Third Party Claim or cease to defend such claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without unless either the prior Indemnifying Party obtains a written agreement releasing the Indemnified Party from all liability thereunder or the consent of the Indemnified Party (which consent shall not to be withheld unreasonablyunreasonably withheld).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 7.4(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences 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 Section 87.
Appears in 1 contract
Samples: Securities Purchase Agreement (Swissray International Inc)
Matters Involving Third Parties. 8.2.1 If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification an Indemnifiable Claim against the any other Party (the "“Indemnifying Party"”) under this Section § 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (i) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages (and in the case of Xx. Xxxxx as the Indemnifying Party, if anyis for an amount, would together with any other outstanding indemnification claim hereunder, less than that amount then held in Escrow under § 8(b) hereof) 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, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice or result that is materially adverse to the continuing business interests or the reputation of the Indemnified Party or, in any way adversely affect the ability of any of the Companies to continue operating its business without any change therein, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (ii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 § 8(e)(i) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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)unreasonably withheld, and (iiiC) 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)unreasonably withheld.
8.2.4 (iii) In the event any of the conditions in Section 8.2.2 § 8(e)(i) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section § 8.
(iv) Notwithstanding anything to the contrary in §8(e)(i), the Indemnified Party and Indemnifying Party shall accept the appointment of counsel by any insurer for the party entitled to select counsel in accordance with § 8(e)(i) above, unless otherwise agreed by mutual consent.
(v) Notwithstanding the provision of any notice provided pursuant to §8(e)(i)(A), if the Indemnifying Party believes within one hundred twenty (120) days of submitting any notice provided pursuant to §8(e)(i)(A), that it is not responsible, either in whole or in part, for the Indemnified Claim (because the Third Party Claim is not, in whole or in part, an Indemnified Claim), the Indemnifying Party may retract its notice sent pursuant to §8(e)(i)(A). In the event that the Indemnifying Party retracts its notice sent pursuant to §8(e)(i)(A), the Indemnified Party shall provide written notice within 30 days of receipt of that notice of its desire to select replacement counsel. To the extent that the face of the Third Party Claim, including any pleadings, motions and discovery material, demonstrates that either the Indemnified Party or the Indemnifying Party is potentially liable for more than 50% of the Adverse Consequences, that party shall select counsel provided, if the more liable party is the Indemnifying Party, the Indemnifying Party meets the requirements of § 8(e)(i)(B) and (C) above. To the extent that the face of the Third Party Claim does not reveal which party is potentially liable for more than 50% of the Adverse Consequences or the Indemnifying Party declined to provide its notice sent pursuant to §8(e)(i)(A), the parties shall cooperate in selecting counsel. In the event that original counsel is replaced, the party selecting the original counsel shall direct that original counsel to cooperate in effectuating all procedural steps for substitution of counsel. Notwithstanding anything contained herein, in the event an Indemnifying Party chooses to defend a Third Party Claim in accordance with § 8(e)(i) the Indemnifying Party agrees to, an shall cause its selected counsel to use their best efforts to consult with and act as mutually agreed with the Indemnified Party during the one hundred twenty (120) day period in which the Indemnified Party can retract its notice, provided, however the Indemnifying Party shall, after seeking any and all adjournments available without damaging any rights, have the ultimate right to make determinations in the event the parties can not agree on a mutual course of action in connection with the Claim.
Appears in 1 contract
Samples: Purchase Agreement (Radiation Therapy Services Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 8.4(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.
(e) The Indemnified Party shall (and, in the case of Buyer and Tony Xxxxx, xxall cause the Bavaria Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any Third Party Claim. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain, and (in the case of Buyer and Tony Xxxxx) xx cause the Bavaria Entities to retain, all books and records with respect to Tax matters pertinent to the Bavaria Entities relating to any taxable period beginning before the Closing Date until six months after the expiration of the statute of limitations (and, to the extent notified by Buyer or Tony Xxxxx xx UBIBV or Holdings, any extensions thereof) of the respective taxable periods, and to abide by all record retention obligations imposed by law or pursuant to agreements entered into with any Taxing Authority, and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Buyer or Tony Xxxxx xx UBIBV or Holdings, as the case may be, shall allow the other Party to take possession of such books and records.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Indemn- ified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section Sec. 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 Sec. 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 Sec. 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically period- ically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section Sec. 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Great Lakes Acquisition Corp)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either Party any party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, 10 then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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 involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, (iiiC) such equitable relief sought by the named parties to the Third Party Claim, if any, would not, if granted, result in a material adverse effect on Claim do not include both the Indemnified Party and the Indemnifying Party's business, and (ivD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 10(d)(ii) above, (iA) 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, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 10(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 810.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 13.4.1 If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8Article XIII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 13.4.2 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 (ia) 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 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, (iib) 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, (iiic) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any, would not, if granted, result (d) in a material adverse effect on the good faith judgment of the Indemnified Party, the Indemnifying Party's businessdefense of the Third Party claim does not involve a material conflict of interest between the Indemnifying Party and the Indemnified Party, and also that settlement of, or an adverse judgment with respect to, the Third Party Claim is not likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ive) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 13.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 13.4.2 above, (ia) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iib) 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 (iiic) 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).
8.2.4 . In the event any of the conditions in Section 8.2.2 13.4.2 above is or becomes unsatisfied, however, (ia) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iib) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiic) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XIII.
Appears in 1 contract
Samples: Strategic Alliance Agreement (Service Systems International LTD)
Matters Involving Third Parties. 8.2.1 (a) If any third Person other than a party shall notify either Party to this Agreement or an Affiliate of a party to this Agreement notifies any Person that is entitled to seek indemnification pursuant to Sections 6.2 or 6.3 hereof (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a good faith claim for indemnification against the any other Party Person under this Article 6 (the "“Indemnifying Party") under this Section 8”), then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
8.2.2 An (b) 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 (i) the Indemnifying Party notifies the Indemnified Party in writing writing, within fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third Party Claim Claim, that the Indemnifying Party will shall undertake such defense of the Third Party Claim at its own expense and shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have has the financial resources to defend against the Third Party Claim and to fulfill its indemnification obligations hereunder, ; (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief; (iv) settlement of, if anyor an adverse judgment with respect to, would the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance compliance with the conditions of Section 8.2.2 above6.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (ii) 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 (iii) 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.
8.2.4 In (d) If the event Indemnified Party reasonably and in good faith determines that any of the conditions in Section 8.2.2 6.4(b) above is or becomes unsatisfied, howeverceases to be satisfied, (i) the Indemnified Party may shall thereafter have the sole right to defend against, and to consent to the entry of any judgment or to 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 the any consent of from, the Indemnifying Party in connection therewith), ; (ii) the Indemnifying Party 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 (iii) the Indemnifying Party will shall remain responsible for any Adverse Consequences and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 6.
Appears in 1 contract
Samples: Equity Purchase Agreement (Western Standard Energy Corp.)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 60 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be withheld unreasonably)unreasonably withheld, and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not to be withheld unreasonably)unreasonably withheld.
8.2.4 (d) In the event any of the conditions in Section 8.2.2 8.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment 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 the any consent of from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party the Seller Parties or the Purchaser has a claim for indemnification under this Article 7 (the "Indemnified Party") with respect to any matter or claim against the Indemnified Party by a third party under this Article 7 (a "Third Party Claim") which may give rise to a claim for indemnification against ), then such Party shall promptly notify the other Party in writing (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writingwith respect to such matter or claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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
(i) 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 Adverse Consequences Liabilities the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 So long as (c) At times that the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above7.4(b), (i) the Indemnified Party may retain separate co-counsel of its choice, reasonably acceptable to the Indemnifying Party, at its sole the cost and expense of the Indemnified Party and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, not to be withheld unreasonably)unreasonably withheld, and conditioned or delayed, and
(iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, not to be withheld unreasonably)unreasonably withheld, conditioned or delayed.
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Evome Medical Technologies Inc.)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either Party Seller or any Buyer Indemnitees (in such capacity, the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (in such capacity, the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 subject to the limitations of this Section 8, the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Indemnified Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedent materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
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Matters Involving Third Parties. 8.2.1 10.4.1 If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 810, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 10.4.2 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 10.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 10.4.2 above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.the
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall will notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall will promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Find the World Interactive, Inc.)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party (including, without limitation, any 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 against the any other Party party (the "Indemnifying Party") under this Section 87.1 or 7.2 above, then the Indemnified Party shall promptly notify (which notification shall consist of such notification as the third party provides to the Indemnified Party) each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively involves only money damages and diligently.
8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will does not consent to the entry of any judgment seek an injunction 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 (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.other
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Matters Involving Third Parties. 8.2.1 i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8(S)8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; providedproviding, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense defenses of the Third Party Claim actively and diligently.
8.2.3 iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 (S)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense defenses of the Third Party Claim, (iiB) 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 (iiiC) 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.
8.2.4 iv) In the event any of the conditions in Section 8.2.2 (S)8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)8.
Appears in 1 contract
Samples: Stock Purchase Agreement (JPM Co)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either Party any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party party (the "Indemnifying Party") under this Section 84, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced, unless the Third Party Claim relates to the representations and warranties made by Xxx in Sections 3(B)(f)-(j) and (m)-(v) which must be made within the applicable survival period.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 4 above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 4(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 84.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party party (the "“Indemnifying Party"”) under this Section 8Article VIII, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party and the Escrow Agent thereof in writingwriting (an “Indemnification Notice”); provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) business days (or earlier in the event the underlying Third Party claim requires action) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedent or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event that any of the conditions in Section 8.2.2 8.3(b) above is or becomes unsatisfiedfail to be complied with, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.
(e) Notwithstanding anything to the contrary contained in this Article VIII, Parent, Company and Merger Sub shall not settle and pay any Third Party Claim unless and until Parent shall have obtained the prior written consent of the Stockholders’ Representative to such settlement which consent the Stockholders’ Representative shall not unreasonably withhold or delay.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 will, if final indemnification liability is established, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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 involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, (iiiC) such equitable relief sought by settlement of, or an adverse judgment with respect to, the Third Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivD) the Indemnifying Party conducts the defense of the Third Party Claim actively reasonably and diligently-in good faith.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d) (ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8 (d) (ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) , and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8. The Indemnifying Party may participate in any proceedings at its sole cost and expense with counsel of its choosing.
Appears in 1 contract
Samples: Reorganization and Stock Exchange Agreement (Rattlesnake Holding Co Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either Party (Seller or any member of Buyer Group seeks indemnification under this Section 8, such Person ( the "Indemnified Party") with respect shall give written notice to the other Person (the "Indemnifying Party") specifying in reasonable detail the basis for the claim. 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 8 (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify 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 no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedLiability or Adverse Consequences hereunder.
8.2.2 An (ii) 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Indemnifying 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of or an adverse judgment with respect to, would the Third Parry Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedent, custom or practice materially adverse to the continuing business interests of the indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, : (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Parry Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event that any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim ()including reasonable attorneys' attorney's fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Obsidian Enterprises Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 810, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the former's choice reasonably satisfactory to the Indemnified Party so long as (i1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given give notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii2) 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, (iii3) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(4) settlement of, would notor an adverse judgment with respect to, if granted, result the Third Party Claim is not in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iv5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above10(d)(ii), (i1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii2) 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 (iii3) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 above 10(d)(ii) is or becomes unsatisfied, however, (i1) 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 the any consent of from, the Indemnifying Party in connection therewith), (ii2) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii3) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.Indemnified
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify the each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) 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.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 7.3(b) above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.consult
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced by the delay.
8.2.2 An (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) 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 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, (ii) the Indemnifying Third Party provides the Indemnified Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against respect to, the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.04(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 8.04(b) above is or becomes unsatisfied, however, (i) 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 in good xxxxx xxxx appropriate (and the Indemnified Party need not consult with, or obtain the any consent of from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest full extent provided in this Section 8Article VIII.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 8.4.1 If any third party shall notify either Party any Person that is entitled to seek indemnification pursuant to Sections 8.2 or 8.3 hereof (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party Person (the "Indemnifying Party") under this Section Article 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 8.4.2 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 (ia) 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 Adverse Consequences all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (iib) 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, (iiic) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(d) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ive) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4.2 above, (ia) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iib) 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 (iiic) 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).
8.2.4 8.4.4 In the event any of the conditions in Section 8.2.2 8.4.2 above is or becomes unsatisfied, however, (ia) 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 the any consent of from, the Indemnifying Party in connection therewith), (iib) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiic) the Indemnifying Party will remain responsible for any Adverse Consequences and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this Section Article 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8Article VI, then the each Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no a delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above6.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 above 6.4(b) is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VI.
Appears in 1 contract
Samples: Regulation S Stock Purchase Agreement (Power Efficiency Corp)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party party (the "“Indemnifying Party"”) under this Section 8Article XI, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writingwriting (an “Indemnification Notice”); provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days Business Days (or earlier in the event the underlying Third Party claim requires action) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedent or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event that any of the conditions in Section 8.2.2 11.3(b) above is or becomes unsatisfiedfail to be complied with, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI.
(e) Notwithstanding anything to the contrary contained in this Article XI, Parent, the Company and Merger Subsidiary shall not settle and pay any Third Party Claim unless and until Parent shall have obtained the prior written consent of the Members’ Representative to such settlement which consent the Members’ Representative shall not unreasonably withhold or delay.
Appears in 1 contract
Samples: Merger Agreement (Brampton Crest International Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 812, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above12(d)(ii), (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 above 12(d)(ii) is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 812.
Appears in 1 contract
Samples: Stock Purchase Agreement (Industrial Electric Services Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 86, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by from the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 In (iv) If the event any Indemnifying Party does not assume the defense of the conditions in Section 8.2.2 above is or becomes unsatisfiedThird Party Claim, however, (i) the Indemnified Party may defend against, control the defense of such claim and consent to may settle the entry claim on behalf of any judgment or enter into any settlement with respect to, and for the Third Party Claim in any manner it reasonably may deem appropriate (account and the Indemnified Party need not obtain the consent risk of the Indemnifying Party in connection therewith)Party, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused who shall be bound by the Third Party Claim to the fullest extent provided in this Section 8result.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 60
(a) If any third party Third Party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Indemnfying Party") under this Section 89, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) the Indemnifying Indemnify ing 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 Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if anysettlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywith held), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party from all liability thereunder. 61
(not to be withheld unreasonably).
8.2.4 d) In the event any of the conditions in Section 8.2.2 9.5(b) above is or becomes unsatisfied, however, (i1) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the former's choice reasonably satisfactory to the Indemnified Party so long as (i1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given give notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii2) 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, (iii3) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(4) settlement of, would notor an adverse judgment with respect to, if granted, result the Third Party Claim is not in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iv5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Sierra Financial Inc)
Matters Involving Third Parties. 8.2.1 (1) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under Section 4(m), 4(n), 5(e), 9(n) or this Section 87, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiced.
8.2.2 An (2) The Indemnifying Party will have the right to defend the Indemnified Party against the any Third Party Claim and administer all aspects of such defense with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the such Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the by, such Third Party Claim, ; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim involves only money damages and fulfill its indemnification obligations hereunder, does not seek an injunction or other equitable relief; and (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (3) So long as the Indemnifying Party is conducting the defense of the any Third Party Claim in accordance with Section 8.2.2 above7(d)(2), (i) ), unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not to be withheld unreasonably), ; and (iii) ), unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not to be withheld unreasonably).
8.2.4 (4) In the event that any of the conditions in Section 8.2.2 above 7(d)(2) is or becomes unsatisfied, however, (i) the Indemnified Party may defend againstagainst any Third Party Claim in any manner it reasonably may deem appropriate; provided, and however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to, the or agreement to settle such Third Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not obtain the prior written consent of the Indemnifying Party in connection therewith(which consent shall not be unreasonably withheld), ; (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the such Third Party Claim (including reasonable attorneys' fees and expenses), ; and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences that the Indemnified Party may suffer actually suffers resulting from, arising out of, relating to, in the nature of, or caused by the by, such Third Party Claim to the fullest extent provided in this Section 87.
(5) To the extent of any payment by the Indemnifying Party of any amount in accordance with the provisions of this Section 7, the Indemnifying Party shall be subrogated to all rights which the Indemnified Party shall have against third parties for the matter indemnified against, upon the full satisfaction by the Indemnifying Party of its indemnity and payment obligations with respect to such matter.
(6) The provision and procedures of this Section 7(d) (other than the notice requirement in Section 7(d)(1)) shall apply to any Third Party Claim existing on the Closing Date and relating to Liabilities for litigation, workers' compensation, or general or automobile liability, and Oxy hereby assumes, effective as of the Closing, all, and shall have sole, responsibility for the payment, administration and defense of, such Third Party Claims.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 84, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 45 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 4(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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.
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 4(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this Section 84.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 38 40 from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, whether through the Indemnity Escrow Agreement or otherwise, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 Claim, to the fullest extent provided in any manner it reasonably may deem appropriate (and the Indemnified Party need not obtain the consent of the Indemnifying Party in connection therewith)this Section 8, (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) to the fullest extent provided in this Section 8, and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Acquisition Agreement (Fidelity National Financial Inc /De/)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Party (the "“Indemnifying Party"”) under this Section §8, then the party to be so indemnified (the “Indemnified Party Party”) shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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 involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, (iiiC) such equitable relief sought by settlement of, or an adverse judgment with respect to, the Third Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom of practice adverse to the continuing business interests of the Indemnified Party, and (ivD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 §8(d) (ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii3) the Indemnified Party will not consent to the entry of any judgment judgement 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 §8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party 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 (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section §8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Halo Technology Holdings, Inc.)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(f)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(f)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting fromresulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) 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 Adverse Consequences the 41 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 8.4(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.
(e) The Indemnified Party shall (and, in the case of Buyer and Communications, shall cause the Vermont Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any Third Party Claim. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain, and (in the case of Buyer and Communications) to cause the Vermont Entities to retain, all books and records with respect to Tax matters pertinent to the Vermont Entities relating to any taxable period beginning before the Closing Date until six months after the expiration of the statute of limitations (and, to the extent notified by Buyer, Communications or UBIBV, any extensions thereof) of the respective taxable periods, and to abide by all record retention obligations imposed by law or pursuant to agreements entered into with any Taxing Authority, and (ii) to give 36 42 the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Buyer or Communications or UBIBV, as the case may be, shall allow the other Party to take possession of such books and records.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Contribution and Stock Purchase Agreement (Madison River Capital LLC)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) the Indemnifying Party notifies the Table of Contents 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) 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, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8(S) 9, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 will, subject to (S) 9.3 above, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Third Party provides the Indemnified Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against respect to, the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 (S) 9.6(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
8.2.4 (d) In the event any of the conditions in Section 8.2.2 (S) 9.6(b) above is or becomes unsatisfiedunsatisfied in any material respect, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will Parties will, subject to (S) 9.3 above, remain responsible for any Adverse Consequences 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 Section 8(S) 9.
Appears in 1 contract
Samples: Stock Purchase Agreement (SMTC Corp)
Matters Involving Third Parties. 8.2.1 5.3.1 If any third party shall notify either Party any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party to this Agreement (the "Indemnifying Party") under this Section 85, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced by such failure.
8.2.2 An 5.3.2 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 calendar 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 Adverse Consequences Loss the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 5.3.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 5.3.2 above, : (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 5.3.4 In the event any of the conditions in Section 8.2.2 5.3.2 above is or becomes unsatisfied, however, : (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences Loss the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 85.3.
Appears in 1 contract
Samples: Share Purchase Agreement (N-Viro International Corp)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 810, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by settlement of, or an adverse judgment with respect to, the Third Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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, not to be withheld unreasonably), and (iiiC) 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, not to be withheld unreasonably).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 above is 9(c)(ii) are or becomes become unsatisfied, however, (iA) 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 the any consent of from the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.
Appears in 1 contract
Samples: Stock Purchase Agreement (Premier Research Worldwide LTD)
Matters Involving Third Parties. 8.2.1 (1) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedforfeits any substantial rights or defenses.
8.2.2 An (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 (i) 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 Adverse Consequences Losses the Indemnified Party may suffer resulting fromcovered by Sections 9.2, arising out of9.3 or 9.4, relating to, in as the nature of, or caused by the Third Party Claimcase may be, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
8.2.4 (4) In the event any of the conditions in Section 8.2.2 9.5(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 If (a) Promptly after receipt by an Indemnified Party under Section 5.2(a) or Section 5.2(b) of notice of the commencement of any claim by a third party shall notify either against it, such Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to will, if a claim for indemnification is to be made against the other Party (the "an Indemnifying Party") under this Section 8, then give prompt notice to the Indemnified Indemnifying Party shall promptly of the commencement of such claim, but the failure to notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder Liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Proceeding is prejudiced by the Indemnified Party’s failure to give such notice.
(b) If any claim referred to in Section 5.4(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such third-party claim, the Indemnifying Party will, unless the claim involves Taxes, be entitled to participate in such third-party claim and, to the extent that it desires (unless (and then solely to the extenti) the Indemnifying Party thereby is prejudiced.
8.2.2 An Indemnifying Party will have the right also a party to defend such third-party claim and the Indemnified Party against determines in good faith and upon advice of counsel that joint representation would be inappropriate, or (ii) the Third Indemnifying Party Claim fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) and, after notice from the Indemnifying Party notifies to the Indemnified Party of its election to assume the defense of such third-party claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article V for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Party in writing connection with the defense of such third-party claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a third-party claim, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent, such consent not to be unreasonably withheld, conditioned or delayed. If notice is given to an Indemnifying Party of the commencement of any third-party claim and the Indemnifying Party does not, within fifteen twenty (1520) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) after the Indemnified Party’s notice is given, give notice to the Indemnified Party has given notice of its election to assume the Third Party Claim that defense of such third-party claim, the Indemnifying Party will indemnify be bound by any determination made in such third-party claim.
(c) Notwithstanding the foregoing, if an Indemnified Party demonstrates that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting frommay, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) notice to the Indemnifying Party provides Party, assume the Indemnified Party with evidence reasonably acceptable exclusive right 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 hereunderdefend, (iii) compromise or settle such equitable relief sought by the Third Party Claimthird-party claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) but the Indemnifying Party will not be bound by any determination of a third-party claim so defended or any compromise or settlement effected without its consent to the entry of any judgment (which may not be unreasonably withheld or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablydelayed).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 811, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 11(c)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 811.
(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 1 contract
Samples: Stock Purchase Agreement (Shentang International, Inc.)
Matters Involving Third Parties. 8.2.1 (a) If any third party Third Party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (b) Any Indemnifying Party will have the right to defend defend, at its expense, the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) 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 Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if anysettlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9.6(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder.
8.2.4 (d) In the event any of the conditions in Section 8.2.2 9.6(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify give reasonably prompt written notice and the details thereof, including copies of all relevant pleadings, documents and information and, if then known, the amount or the method of computation of the amount of such claim to the Indemnifying Party thereof in writing; Party, provided, however, that no delay on the part of failure by the Indemnified Party in notifying to give prompt written notice shall not impair the Indemnified Party's rights hereunder except to the extent that the Indemnifying Party shall relieve demonstrates that the Indemnifying Party's ability to defend has been materially prejudiced by such failure of the Indemnifying Party.
(ii) The Indemnifying Party will notify the Indemnified Party within a period of fifteen (15) days after receipt of the written notice provided for above: (A) that the Indemnifying Party from any obligation hereunder unless disputes its liability (and then solely or the amount thereof), to the extentIndemnified Party with respect to such Third Party Claim; or (B) that the Indemnifying Party thereby is prejudiced.
8.2.2 An does not dispute and accepts its liability to the Indemnified Party under this Section 8 with respect to such Third Party Claim, and in either case (x) that the Indemnifying Party will have the right desires, at its sole cost and expense, to defend the Indemnified Party against the such Third Party Claim with counsel of its choice reasonably satisfactory to (the Indemnified Party so long as "Defense Notice") or (iy) 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 does not desire to undertake such defense (the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, "Non-Defense Notice").
(iiiii) If the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that a Defense Notice, then the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claimshall defend, (ii) with counsel reasonably satisfactory to the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Party, such Third Party Claim without by all appropriate proceedings, which proceedings will be prosecuted in a reasonably diligent manner and in good faith to a final conclusion or will be settled at the prior written consent discretion and sole expense of the Indemnifying Party (not to be withheld unreasonably), and (iii) with 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, in the case of a monetary settlement only, shall not to be unreasonably withheld or delayed and, in the case of all other settlements, may be withheld unreasonably).
8.2.4 In in the event any discretion of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) the Indemnified Party). The Indemnified Party shall cooperate in such defense at the request of and at the sole cost and expense of the Indemnifying Party and shall furnish records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as 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 be reasonably may deem appropriate (and the Indemnified Party need not obtain the consent of requested by the Indemnifying Party in connection therewith. The Indemnified Party may, at its sole cost and expense, at any time prior to the Indemnifying Party's delivery of a Defense Notice, file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnified Party, at its expense, may at any time participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 8. 40 41 (iv) If the Indemnifying Party does not provide the Defense Notice to the Indemnified Party within the required period, gives such notice but fails to prosecute in a reasonably diligent manner and in good faith or settle the Third Party Claim, or provides a Non-Defense Notice, then the Indemnified Party may defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party. The Indemnifying Party shall, at its sole cost and expense, cooperate in such defense and shall furnish records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith. Notwithstanding the foregoing provisions of this paragraph, if the Indemnifying Party is determined not to be required to indemnify for such Third Party Claim pursuant to paragraph (v) of this Section 8(b), (ii) the Indemnifying Party will reimburse not be required to bear the costs and expenses of the Indemnified Party's defense or the Indemnifying Party's participation therein pursuant to this paragraph, and the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) will reimburse the Indemnifying Party will remain responsible in full for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused all reasonable costs and expenses incurred by the Third Indemnifying Party Claim to the fullest extent provided in this Section 8connection with such defense.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either 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 against the any other Party party hereto (the "Indemnifying Party") under this Section 8Article VII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writingwriting within 15 Business Days of receipt of notice of such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the 44 Indemnifying Party shall relieve the Indemnifying Party from of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
8.2.2 An (b) 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 (i) the Indemnifying Party 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 will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences 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 (ii) it being understood by the Indemnifying Party provides parties that the Indemnified Party may take such actions as are reasonable in connection with evidence reasonably 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, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business), and (ivii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; 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), (ii) 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 (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim 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.
8.2.4 In (d) Notwithstanding the foregoing, in the event any the Indemnifying Party fails to conduct the defense of the conditions a Third Party Claim in accordance with Section 8.2.2 above is or becomes unsatisfied, however7.3(b) above, (i) 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 the any consent of from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will 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 (iii) the Indemnifying Party will shall remain responsible for any Adverse Consequences 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 Section 8Article VII.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the former's choice reasonably satisfactory to the Indemnified Party so long as (i1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given give notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii2) the Indemnifying Party 24 28 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, (iii3) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(4) settlement of, would notor an adverse judgment with respect to, if granted, result the Third Party Claim is not in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iv5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above8(d)(ii), (i1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii2) 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 (iii3) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 above 8(d)(ii) is or becomes unsatisfied, however, (i1) 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 the any consent of from, the Indemnifying Party in connection therewith), (ii2) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii3) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Switch Agreement (Willis Mark)
Matters Involving Third Parties. 8.2.1 (a) If any Seller Party or any Buyer Party seeks indemnification under this Article 6, such Person (the “Indemnified Party”) shall give written notice (a “Claim Notice”) to the other Person (the “Indemnifying Party”). In that regard, if any Loss shall be brought or asserted by any third party shall notify either which, if adversely determined, may entitle the Indemnified Party (the "Indemnified Party") with respect to any matter indemnity pursuant to this Article 6 (a "“Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 8”), then the Indemnified Party shall promptly notify deliver a Claim Notice to the Indemnifying Party thereof of the same. Each Claim Notice shall specify in writingdetail the basis of and amount of the Loss contemplated by such Claim Notice (or, if the amount of such Loss is not liquidated, a Good Faith Damages Estimate of such Loss) and the facts pertaining thereto; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation its obligations hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is prejudicedParty’s ability to successfully defend such claim or materially increases the amount of Losses with respect to such claim.
8.2.2 An (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 (i) 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 Adverse Consequences Loss (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 ClaimClaim (subject to the limitations contained in this Article 6), (ii) in the event that the Losses related to such Third Party Claim (or the Good Faith Damages Estimate thereof) are more than the amount of any remaining Holdback Funds on the date of the Claim Notice for such Third Party Claim, 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, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Third Party Claim is not a claim asserted directly or on behalf of a Person that is a customer or client of Buyer, (v) the Indemnifying Party actively and diligently conducts the defense of the Third Party Claim, and (vi) if the Third Party Claim actively relates to Taxes, the Third Party Claim would not, in the good faith judgment of the Indemnified Party, materially and diligentlyadversely affect the Indemnified Party in respect of any Taxes or any Taxable period for which the Indemnifying Party would not be liable hereunder.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 6.4(a) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be withheld unreasonably), ) and (iii) except as provided in this Section 6.4(c), 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). Notwithstanding the foregoing, if a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such offer within thirty (30) Business Days after its receipt of such notice, the Indemnifying Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim.
8.2.4 (d) In the event that any of the conditions in Section 8.2.2 6.4(a) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.4 (but subject to the limitations contained in this Article 6).
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8paragraph 6, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely hereunder, except to the extent) extent the Indemnifying Party thereby is prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.
8.2.2 An (ii) Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party Party; so long as (iA) 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 Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, from or in the nature of, or caused by connection with the Third Party Claim, (iiB) 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, (iiiC) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's businessClaim involves only money damages and does not seek an injunction or other equitable relief, and (ivD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in paragraph 6(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate.
(iv) If the Indemnifying Party has the right, but does not assume control of defense of any claim in accordance with this paragraph 6(d), then the Indemnifying Party may nonetheless participate (at its own expense) in the defense of such claim and the Indemnified Party will consult with the Indemnifying Party in respect of such defense. If the Indemnifying Party has the right and does assume control of defense of any claim in accordance with this paragraph 6(d), then the Indemnified Party may nonetheless participate (at its own expense) in the defense of such claim and the Indemnifying Party will consult with the Indemnified Party in respect of such defense.
(v) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 paragraph 6(d)(ii) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiA) 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 (iiiB) 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).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Racing Champions Corp)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 in accordance with this Agreement from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) 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, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (ivC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above8(d)(ii) hereof, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 above 8(d)(ii) hereof is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees legal and expensesparalegal fees, expenses and disbursements), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 811, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 11(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 811.
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Matters Involving Third Parties. 8.2.1 8.4.1 If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 88.4.1, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 8.4.2 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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse 29 judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 8.4.4 In the event any of the conditions in Section 8.2.2 8.4.2 above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 88.4.4.
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Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8§7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice [materially] adverse to the continuing business interests or the reputation of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 §7(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 §7(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8§7.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alto Group Holdings Inc.)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either Party any party entitled to indemnification or adjustment under this Section 7 (the "Indemnified PartyINDEMNIFIED PARTY") with respect to of any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification or adjustment against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingwriting together with a statement of any available information regarding such claim, within 20 days after learning of such claim (or such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim); providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 will, subject to the limitations (including deductibles, caps and other provisions) set forth in this Section 7, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides if Xxxxx Enterprises is the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against Party, the Third Party Claim and fulfill involves only money damages and/or does not seek an injunction or other equitable relief that Xxxxx Enterprises reasonably believes will substantially impair its indemnification obligations hereunderbusiness, assets or operations, taken as a whole, (iiiC) such equitable relief sought by settlement of, or an adverse judgment with respect to, the Third Party Claim, if any, would Claim is not, if grantedin the reasonable good faith judgment of Xxxxx Enterprises, result likely to establish a precedential custom or practice materially adverse to the continuing business interests of Xxxxx Enterprises, taken as a whole, (D) the Third Party Claim does not involve any suit, action, claim, proceeding or investigation by any material customer of Xxxxx Enterprises taken as a whole with respect to business conducted by the Turecamo Entities prior to the Closing as to which Xxxxx Enterprises has reasonably determined that it is necessary for Xxxxx Enterprises to conduct such defense in a order not to materially impair the relationship of Xxxxx Enterprises and its Subsidiaries with such material adverse effect on the Indemnified Party's business, customer and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively in a reasonably active and diligentlydiligent fashion.
8.2.3 So long as the Indemnifying Party (iii) Regardless of which party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7(e)(ii) above, (iA) the Indemnified other Party may retain separate co-counsel of its own choosing at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (including the right to consult with (but not to instruct) counsel to the defending party regarding the defense, to be provided access to all appropriate records and materials relating to such defense and to be provided prompt notice of all material developments in connection with such defense), (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) if such judgment, settlement or compromise would lead to liability (civil or criminal) or create any other financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or if the effect of such judgment, settlement or compromise would be to permit any injunctive relief against the Indemnified Party. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party desires to accept, the Indemnifying Party will give at least five (5) days' prior written notice to the Indemnified Party to that effect, setting forth in reasonable detail the terms and conditions of any such settlement (the "SETTLEMENT NOTICE"). If the Indemnified Party objects to such offer within ten (10) calendar days after its receipt of such Settlement Notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer described in the Settlement Notice.
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 7(e)(ii) above is or becomes unsatisfied, however, (iA) subject to Section 7(e)(iii), the Indemnified Party may defend againstagainst the Third Party Claim in any manner it reasonably may deem appropriate provided that if the Indemnified Party undertakes to defend against such Third Party Claim, it shall do so in a reasonably active and diligent manner, and may consent to the entry of any judgment or enter into any settlement or compromise with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and with the Indemnified Party need not obtain the prior written consent of the Indemnifying Party in connection therewith(not to be withheld unreasonably), (iiB) subject to the Indemnifying Party will reimburse monetary limitations in this Section 7, the Indemnified Party defending party may be reimbursed out of the Cash Escrow Account promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) in accordance with the Cash Escrow Agreement, and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in (and subject to the limitations set forth in) this Section 87. With respect to each Third Party Claim for which the Turecamo Stockholders are the Indemnifying Parties, the Cash Escrow Account may be used for the reimbursement of the fees and expenses of only one counsel for all of the Turecamo Stockholders.
(v) Any judgment entered or settlement or compromise agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall be conclusively deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder, subject to the Indemnifying Party's right to appeal an appealable judgment or order and subject to the limitations in this Section 7. To the extent that the consent or approval of either the Indemnifying Party or the Indemnified Party is required in this Section 7(e), any such consent or approval shall not be unreasonably withheld and will be deemed given in the absence of a written response within twenty (20) days of any written request therefor.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either an Indemnified Party (the "Indemnified Party") with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Indemnifying Party (the "Indemnifying Party") under this Section 8Article 11, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced thereby.
8.2.2 An (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 (i) the Indemnifying Party notifies the Indemnified Party in writing Party, within fifteen ten (1510) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim in accordance with the terms and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, limitations of this Article 11 and (ivii) 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 or settlement of any Third Party Claim within ten (10) days after notice thereof is given by the Indemnified Party, 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.
8.2.3 (c) So long as the conditions set forth in Section 11.5(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 8.2.2 above11.5(b), (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party 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 (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 not, without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld unreasonablyor delayed).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement with respect towhich (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the Third Party Claim plaintiff or claimant in any manner it reasonably may deem appropriate (and the matter releases the Indemnified Party need not obtain from all liability with respect thereto or (C) in the consent reasonable opinion of the Indemnifying Indemnified Party, could have a material adverse effect on its business, operations, assets, or financial condition.
(d) Notwithstanding the foregoing, if (i) an Indemnified Party determines in connection therewith)good faith that there is a reasonable probability that an action may materially and adversely affect it or its Affiliates other than as a result of monetary damages, (ii) the Indemnifying Party will reimburse shall not have employed counsel reasonably satisfactory to the Indemnified Party promptly and periodically for the costs to have charge of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)such third-party action, and (iii) the Indemnified Party shall have 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 will remain responsible for any Adverse Consequences Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party may suffer resulting fromin writing, arising out ofwith a copy delivered to the Indemnifying Party, relating tothat there is a material conflict of 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 nature ofIndemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall have no liability with respect to a judgment entered in any action so defended, or caused by the Third Party Claim to the fullest extent provided in this Section 8a compromise or settlement thereof entered into, without its consent (which shall not be unreasonably withheld).
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim (it being understood by the Parties that the Indemnified Parties may take such actions as are reasonable in connection with its defense until it receives such notice from the Indemnifying Party), (ii) the Indemnifying Third Party provides the Indemnified Party Claim involves only monetary damages and does not seek an injunction or other equitable relief, and (iii) settlement of, or an adverse judgment with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against respect to, the Third Party Claim and fulfill its indemnification obligations hereunderis not, (iii) such equitable relief sought 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; provided, however, that if the Indemnified Party is covered, in whole or in part, by the an insurance policy with respect to any Third Party Claim, if any, would not, if granted, result in a material adverse effect on then the Indemnified Indemnifying Party's business, and (iv) the Indemnifying Party conducts the defense of the against such Third Party Claim actively and diligentlyshall be limited or precluded as required by the terms of the applicable insurance policy.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.04(b) above, and subject to the provisions of any applicable insurance policies of the Indemnified Party, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 8.04(b) above is or becomes unsatisfied, or if otherwise required under the terms of any applicable insurance policy of the Indemnified Party, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.
Appears in 1 contract
Samples: Stock Purchase Agreement (New England Business Service Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third Person not a party shall notify either Party to this Agreement (including, without limitation, any 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 against the any other Party party (the "Indemnifying Party"Indemnifying
(b) under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 7.3(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 i. If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 86, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An ii. 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 iii. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 iv. In the event any of the conditions in Section 8.2.2 6(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 89, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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: (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, 9(d)(ii): (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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.
8.2.4 (iv) In the event any of the conditions condition in Section 8.2.2 above 9(d)(ii) is or becomes unsatisfied, however, : (iA) 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 the any consent of from, the Indemnifying Party in connection therewith), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pinnacle Data Systems Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8ARTICLE VII, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing; provided, howeverdescribing the claim, that no delay on the part amount thereof (if known and quantifiable) and the basis of the Indemnified Party in notifying claim; provided that the Indemnifying Party failure to so notify shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) of its obligations hereunder, except if the Indemnifying Party is materially damaged or prejudiced thereby is prejudicedand only to the extent of such material damage or prejudice.
8.2.2 An (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option will have the right to defend within thirty (30) days of the delivery of the Indemnified Party against Party’s notice delivered pursuant to Section 7.04(a) to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, that, if the Indemnified Party so long as is a Buyer Indemnitee, the Indemnifying Party shall have such right only if (i) the control of such Third Party Claim by the Indemnifying Party notifies would not cause any Indemnified Party’s coverage under the R&W Insurance Policy to be adversely affected, (ii) a Buyer Indemnitee (or the issuer of the R&W Insurance Policy, if applicable) is not required to control the contest, defense, litigation or settlement of such claim pursuant to the R&W Insurance Policy, (iii) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in writing within fifteen for Losses relating to such Third Party Claim (15subject to the limitations and other provisions of this Article VII); (iv) 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 Adverse Consequences the Indemnified Party may suffer resulting fromseeks only monetary damages, arising out of, relating to, in the nature of, or caused by (v) the Third Party ClaimClaim does not involve any allegation of fraud or violation of criminal Law, and (iivi) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable certifies in writing to the Indemnified Party that that, as of such time, the Indemnifying Party will have the has sufficient financial resources in order to defend against indemnify for the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) full amount of any potential indemnifiable Losses in connection with such equitable relief sought by the Third Party Claim; provided, if anyfurther, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (it being understood, however, that the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party).
(c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall (i) conduct the defense of such Third Party Claim with reasonable diligence and keep the Indemnified Party reasonably informed of material developments in the Third Party Claim that materially affect the Indemnified Party and (ii) the Indemnified Party will not consent to a settlement of, or the entry of any judgment or enter into arising from, any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnified Party (not which consent, subject to be withheld unreasonably).
8.2.4 In the event any terms of the conditions in Section 8.2.2 above is R&W Insurance Policy, shall not be unreasonably withheld, conditioned or becomes unsatisfieddelayed); provided, however, that the Indemnifying Party may, subject to the terms of the R&W Insurance Policy, consent to such a settlement or entry of judgment to the extent (iw) it includes an unconditional release of the Indemnified Party may defend againstof all liability with respect to such Third Party Claim, (x) the damages payable under the settlement are limited to monetary payments and paid in full by the Indemnifying Party, (y) it would not reasonably be expected to materially affect the Taxes of Buyer, the Company, the Company’s Subsidiaries or any of their Affiliates with respect to any taxable period or portion thereof beginning after the Closing Date, and consent to (z) it does not contain an admission of liability (other than a liability for pre-Closing Taxes) on the entry part of any judgment Indemnified Party.
(d) If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or enter into any settlement with respect toassume or reasonably diligently conduct the defense of, the a Third Party Claim in any manner it reasonably may deem appropriate (and pursuant to Section 7.04(a), the Indemnified Party need not obtain shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such Third Party Claim, and (with the prior written consent of the Indemnifying Party) may, subject to the terms of the R&W Insurance Policy, settle such Third Party Claim either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided, however, that at least five (5) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party.
(e) The Indemnified Party will reasonably cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any Third Party Claim, shall make reasonably available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
8.2.2 An (ii) 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 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 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, (iiB) 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 involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, (iiiD) such equitable relief sought by settlement of, or an adverse judgment with respect to, the Third Third-Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8.2.2 8(c)(ii) above, (i) 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. In any event, (ii) 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 unreasonablyunreasonably withheld), and (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(c)(ii) above is or becomes unsatisfied, however, (iA) 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 his, her, or it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim Claim, subject to the fullest extent provided limitations set forth in this Section 88(b).
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8§ 9(e), then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterially prejudiced thereby.
8.2.2 An (ii) 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:
(iA) 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 Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by all elements of all or the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against portion of the Third Party Claim and fulfill for which it is asserting its indemnification obligations hereunderright to control such defense;
(B) if Parent or its Subsidiary is the Indemnified Party, (iii) such equitable relief sought by the portions of the Third Party Claim, if any, would not, if granted, result in a material adverse effect on Claim with respect to which the Indemnified Party's business, and Indemnifying Party is asserting its right to defend does not seek injunctive or other equitable relief that could affect an existing product or product development of Parent or any of its Subsidiaries (ivincluding the Surviving Corporation);
(C) the Indemnifying Party conducts the defense of the Third Party Claim actively in a reasonably active and diligentlydiligent manner; and
(D) the Indemnifying Party complies with its obligations set forth in § 9(f).
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 § 9(e)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) if the judgment or settlement would impose any material restriction upon the Indemnified Party or the operation of the business of the Indemnified Party, 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.
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 § 9(e)(ii) above is or becomes unsatisfied, however, (iA) 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 obtain the upon consent of the from any Indemnifying Party in connection therewith, not to be unreasonably withheld), (iiB) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8§ 9.
(v) Each Party acknowledges and agrees that it shall not be entitled to seek indemnification from any other Party for any Third Party Claim without: (A) for any nonlitigation matter, giving notice of such Third Party Claim to such other Party in accordance with § 9(e)(ii)(A) above (including the proviso contained therein); or (B) for a litigation matter, (x) giving notice of such Third Party Claim to such other Party in accordance with § 9(e)(ii)(A) above (including the proviso contained therein) and (y) giving such other Party the opportunity to defend against such Third Party Claim in accordance with § 9(e)(ii) above. Parent may, in its sole discretion and without providing any notice, defend, handle and dispose of as it sees fit any Third Party Claim so long as it does not seek indemnification with respect to such Third Party Claim and such Third Party Claim does not include injunctive or equitable relief against the Target Stockholders. In addition, Parent may, in its sole discretion, assume the defense of, and handle and dispose of as it sees fit any Third Party Claim for which it has previously sought indemnification by providing notice of its intention to so defend, handle and dispose of such Third Party Claim and that it no longer shall seek indemnity with respect to such Third Party Claim (except for any amounts accrued and unpaid by the Target Stockholders prior to the date of such notice from Parent and such Third Party Claim does not include injunctive or equitable relief against the Target Stockholders). In the event that Parent provides such notice, the Target Stockholders shall promptly and reasonably cooperate with Parent in transferring the defense of such Third Party Claim.
Appears in 1 contract
Samples: Merger Agreement (Micromuse Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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
(iA) 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 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, ;
(iiB) 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, ;
(iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief;
(D) settlement of, if anyor an adverse judgment with respect to, would the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, and likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party; and
(ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(c)(ii) above, ,
(iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(iiB) 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
(iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(c)(ii) above is or becomes unsatisfied, however, ,
(iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), ;
(iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and ; and
(iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 In the event any of the conditions in Section 8.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.involves only money
Appears in 1 contract
Samples: Merger Agreement (Oakhurst Co Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either commence an action against any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other any Indemnifying Party (the "Indemnifying Party") under this Section 8Article 9, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writingwriting within ten (10) business days after receipt of notice of the commencement of such action; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party is thereby is prejudiced.
8.2.2 An (b) The Indemnifying Party will shall 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen ten (1510) business 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 Adverse Consequences damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, subject to the limitations provided in Section 9.4, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to that, in the Indemnified Party that Party's reasonable judgment, the Indemnifying Party (as a group if more than one) will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would notClaim involves only money damages and does not seek an injunction or other equitable relief which, if granted, result in is reasonably likely to have a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of settlement of, or an adverse judgment with respect to, the Third Party Claim actively and diligentlyis 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.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its the Indemnified Party's sole cost and expense and participate in the defense of the Third Party Claim, (ii) 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 (Party, which consent shall not to be unreasonably withheld unreasonably)or delayed, and (iii) 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, which consent shall not be unreasonably withheld or delayed; provided, however, that, in the event such consent is withheld, the Indemnifying Party (shall not to be withheld unreasonably)liable for any amount of any eventual judgment or settlement in excess of the amount for which the matter could have been settled if consent was granted.
8.2.4 In the event (d) Unless any of the conditions set forth in Section 8.2.2 9.5(b) above is or becomes unsatisfied, howeverare met, (i) 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 the Indemnified Party may deem appropriate appropriate, in the Indemnified Party's sole discretion (and the Indemnified Party shall consult in good faith with, but need not obtain the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will shall reimburse the Indemnified Party promptly and periodically for the costs cost of defending against the Third Party Claim (including reasonable attorneys' including, without limitation, all attorney's fees and expenses), and (iii) the Indemnifying Party will shall remain responsible fully liable for any Adverse Consequences damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 9, and (iv) the Indemnifying Party shall cooperate fully with the Indemnified Party in the Indemnified Party's defense of the Third Party Claim.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 8.4.1 If any third party shall notify notifies either Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall will promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedactually prejudiced by such delay.
8.2.2 An 8.4.2 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 (ia) 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 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, (iib) 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, (iiic) such equitable relief sought by the Third Party ClaimClaim involves only money damages that are fully indemnified hereunder and does not seek an injunction or other equitable relief, if any(d) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ive) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4.2 above, (ia) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iib) 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 (iiic) 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).
8.2.4 8.4.4 In the event any of the conditions in Section 8.2.2 8.4.2 above is or becomes unsatisfied, however, (ia) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iib) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiic) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 6.4.1. If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 86, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 6.4.2. 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 6.4.3. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 6.4.2 above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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.
8.2.4 6.4.4. In the event any of the conditions in Section 8.2.2 6.4.2 above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc)
Matters Involving Third Parties. 8.2.1 7.2.1 If any third party shall notify either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 7.2.2 An 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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's business, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 7.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7.2.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 7.2.4 In the event any of the conditions in Section 8.2.2 7.2.2 above is or becomes unsatisfied, however, (i) 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 obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (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 (i) 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 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 7.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 . In the event any of the conditions in Section 8.2.2 7.4(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) 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 Adverse Consequences the 53 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(iv) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).
8.2.4 (d) In the event any of the conditions in Section 8.2.2 8.4(b) above is or becomes unsatisfied, however, (i) 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 the any consent of the from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.
(e) The Indemnified Party shall (and, in the case of Buyer and Communications, shall cause the Vermont Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any Third Party Claim. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain, and (in the case of Buyer and Communications) to cause the Vermont Entities to retain, all books and records with respect to Tax matters pertinent to the Vermont Entities relating to any taxable period beginning before the Closing Date until six months after the expiration of the statute of limitations (and, to the extent notified by Buyer, Communications or UBIBV, any extensions thereof) of the respective taxable periods, and to abide by all record retention obligations imposed by law or pursuant to agreements entered into with any Taxing Authority, and (ii) to give
Appears in 1 contract
Samples: Lease Agreement (Getty Images Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8Article XII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above12.4(ii) hereof, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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.
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 above 12.4(ii) hereof is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XII.
Appears in 1 contract
Samples: Put and Call Option Agreement (Mobile Telesystems Ojsc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 811, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 11(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 811.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"“) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8.3(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8.3(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 8(S)8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 (S)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 (S)8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable [reasonable] attorneys' fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Argosy Education Group Inc)
Matters Involving Third Parties. 8.2.1 (a) If any third party shall notify either Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Party party (the "“Indemnifying Party"”) under this Section 8Article XI, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedactually prejudiced by such delay.
8.2.2 An (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 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 Adverse Consequences indemnifiable Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its the Indemnifying Party’s indemnification obligations hereunder, (iii) such equitable relief sought by the Third Party Claim, if any, would not, if granted, result in a material adverse effect on the Indemnified Party's businessClaim involves only money damages and does not seek an injunction or other equitable relief, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 11.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld); provided, however, with respect to subsections (ii) and (iii), if such settlement or judgment involves only monetary damages and the Indemnified Party does not consent to such settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such matters to be withheld unreasonably)settled with such settlement shall not exceed the amount proposed in such settlement.
8.2.4 (d) In the event any of the conditions in Section 8.2.2 11.5(b) above is or becomes unsatisfied, however, (i) 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 the any consent of from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Young Innovations Inc)
Matters Involving Third Parties. 8.2.1 (i) If any third party shall notify either any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party (the "“Indemnifying Party"”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An (ii) 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 (iA) 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 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, (iiB) 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, (iiiC) such equitable relief sought by the Third Party ClaimClaim involves only money damages and does not seek an injunction or other equitable relief, if any(D) settlement of, would or an adverse judgment with respect to, the Third Party Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (ivE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) 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 (iiiC) 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).
8.2.4 (iv) In the event any of the conditions in Section 8.2.2 8(d)(ii) above is or becomes unsatisfied, however, (iA) 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 the any consent of the from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Steakhouse Partners Inc)
Matters Involving Third Parties. 8.2.1 11.4.1 If any third party shall notify either Party any party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the any other Party party (the "“Indemnifying Party"”) under this Section 8Article 11, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingwriting within ten (10) days; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
8.2.2 An 11.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ia) 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 elects to assume the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claimdefense thereof, (iib) 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 involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, (iiic) such equitable relief sought by settlement of, or an adverse judgment with respect to, the Third Party Claim, if any, would Claim is not, if granted, result in a material adverse effect on the good faith judgment of the Indemnified Party's business, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (ivd) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
8.2.3 11.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2.2 above, 11.4.2: (ia) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iib) 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 (iiic) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)) unless such settlement (i) is only for money damages, and (ii) does not admit fault on the party of the Indemnified Party.
8.2.4 11.4.4 In the event any of the conditions in Section 8.2.2 above 11.4.2 is or becomes unsatisfied, however, (ia) the Indemnified Party may defend against, and and, with the prior written consent of the Indemnifying Party (such consent, not to be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not obtain the consent of the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Claim, and (iiib) the Indemnifying Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 11.
11.4.5 The Indemnified Party and the Indemnifying Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing to the defending party such management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.
11.4.6 No Indemnifying Party shall admit or permit to be admitted any fault, responsibility or liability on behalf of an Indemnified Party without such Indemnified Party’s consent, which consent may be granted or withheld at Indemnified Party’s sole discretion.
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