Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 4 contracts
Samples: Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article VIII§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§8(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii§8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ attorney’s fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§8.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other by the another Party (the “Indemnifying Party”) under this Article VIII), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 10.4(b): (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions condition in Section 8.4(ii10.4(b) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any 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 Article VIII.X.
Appears in 4 contracts
Samples: Acquisition Agreement (Bergio International, Inc.), Asset Purchase Agreement (Elite Data Services, Inc.), Asset Purchase Agreement (Elite Data Services, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§8(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii§8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§8.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Segmentz Inc), Stock Purchase Agreement (Segmentz Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, Party and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii11(c)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii11(c)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 11.
(v) Principal hereby indemnifies the Company against any and all claims that may be filed by Principal or any other current or former officer, director or employee of the Company by reason of the fact that such person was a director, officer, employee, or agent of the Company or was serving the Company at the request of Principal or the Company as a partner, trustee, director, officer, employee, or agent of another entity, whether such claim is for accrued salary, compensation, indemnification, judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought against the Company (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to an agreement, applicable law, or otherwise).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Shentang International, Inc.), Stock Purchase Agreement (Yummies Inc), Stock Purchase Agreement (Maple Tree Kids, Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIIParagraph 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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, (B) ; the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) ; the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) ; settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(iiParagraph 8.4(b) hereof, above:
(A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(B2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and Party (Cnot to be withheld unreasonably); and
(3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(iiParagraph 8.4(b) hereof above is or becomes unsatisfied, however, :
(A1) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(B2) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and ; and
(C3) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIParagraph 8.
Appears in 3 contracts
Samples: Stock Exchange Agreement (Dover Petroleum Inc), Stock Exchange Agreement (Dover Petroleum Inc), Stock Exchange Agreement (American Uranium Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced by such delay.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 15 days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified PartyParty (it being understood that any Third Party Claim involving a person or entity which is a customer or supplier of the Buyer following the Closing, will be deemed to involve the possibility of such a precedential custom or practice), and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii6.5(b) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii6.5(b) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII6.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Stran & Company, Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Retail Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIRetail Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingRetail Business Manager; providedand (ii) if such notice or knowledge is received or acquired by Retail Business Manager, however, the Retail Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Retail Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is sought is prejudiced.
(iib) Any Party from whom such indemnification (the “Indemnifying Party will Party”) is sought shall have the right to defend the Party seeking such indemnification (the “Indemnified Party Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of its the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, ; and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will 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, ; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivd) In the event If any of the conditions specified in Section 8.4(ii7.4(b) hereof is or becomes unsatisfiednot satisfied, however, ; (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ and accountants’ fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article VIIIAgreement.
Appears in 3 contracts
Samples: Retail Business Management Agreement (Eyemasters Inc), Retail Business Management Agreement (Eyemasters Inc), Retail Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc), Stock Purchase Agreement (Ultralife Batteries Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 12, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii12(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii12(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 12.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Cyberspace Vita, Inc.), Stock Purchase Agreement (Cape Coastal Trading Corp), Stock Purchase Agreement (Synthenol Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any either Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article VIII§9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 20 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§9.3(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof agreement is or becomes unsatisfied, however, (A) obtained releasing 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 deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIfrom all liability thereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Accuray Inc), Asset Purchase Agreement (American Science & Engineering Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIAgreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; providedand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, however, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is sought is prejudiced.
(iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, ; and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will 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, ; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivd) In the event If any of the conditions specified in Section 8.4(ii7.4(b) hereof is or becomes unsatisfiednot satisfied, however, ; (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article VIIIAgreement.
Appears in 2 contracts
Samples: Professional Business Management Agreement (Eye Care Centers of America Inc), Professional Services (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article VIII8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right obligation to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as If the Indemnifying Party is not conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.4 (b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole the Indemnifying Party's cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivd) In the event any of the conditions in Section 8.4(ii8.4 (b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII8.
Appears in 2 contracts
Samples: Merger Agreement (Digital Bridge Inc), Merger Agreement (Digital Bridge Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 9, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any its obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9.4(b) hereofof this Agreement, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent may not be withheld, conditioned or delayed unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent may not be withheld, conditioned or delayed unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii9.4(b) hereof of this Agreement is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 9.
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party Purchaser (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party the Company (the “"Indemnifying Party”") under this Article VIIISection 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7(c)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii7(c)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 7.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Vie Financial Group Inc), Preferred Stock Purchase Agreement (Vie Financial Group Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, provided that no delay on failure to so notify shall not affect any rights or remedies hereunder with respect to indemnification for Adverse Consequences except to the part of the Indemnified Party in notifying any Indemnifying Party shall relieve extent that the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterially prejudiced thereby.
(ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from assume and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts thereafter conduct the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at his or its sole cost and expense and participate in with counsel of his or its choice, which counsel must be reasonably satisfactory to the Indemnified Party, provided that it or he thereafter diligently conducts the defense of the Third Party Claimthereof; provided, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Partyhowever, and (C) that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). The Indemnifying Party shall give notice of its or his intention is assuming the defense of a third party claim within thirty (30) days of receipt of notice of such claim from the Indemnified Party.
(iii) The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume or fails to conduct in a diligent manner the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, all at the expense of the Indemnifying Party, subject to the limits on the Indemnifying Party's obligations under this Section 11, who shall promptly reimburse all such reasonable costs and expenses as incurred by the Indemnified Party (including settlement costs). Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnifying Party, provided that the Indemnifying Party will hold the Indemnified Party harmless from all of its reasonable expenses, including reasonable attorney's fees, incurred in connection with such cooperation by the Indemnified Party. Notwithstanding the foregoing, in the event that the Indemnified Party reasonably determines in good faith that its interest with respect to such claim cannot appropriately be represented by the Indemnifying Party due to an actual conflict of interest, such Indemnified Party shall have the right to assume control of the defense of, and to compromise or settle, such claim (exercising reasonable business judgment) at the Indemnifying Party's expense; provided; however, that any compromise or settlement shall be subject to the Indemnifying Party's consent, which consent shall not be unreasonably withheld, and the limits on the Indemnifying Party's obligations under this Section 11.
(iv) In the no event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any Indemnifying Party in connection therewith), (B) of each of the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expensesnot to be withheld unreasonably), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 2 contracts
Samples: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc)
Matters Involving Third Parties. (ia) If any third party shall notify Seller Party or any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) with respect shall give written notice to the other Person(s) (the “Indemnifying Party”). In that regard, if any matter Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 12.4 (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Losses hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is prejudicedParty’s ability to successfully defend such claim.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii12.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be withheld unreasonably) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be withheld unreasonably).
(ivd) In the event that any of the conditions in Section 8.4(ii12.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any 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 Article VIIISection 12.4.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Century Energy Corp.), Asset Purchase Agreement (New Century Energy Corp.)
Matters Involving Third Parties. (i) If any third party shall notify any Party the Investor (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party the Company (the “"Indemnifying Party”") under this Article VIIISection 6.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii6.2(b)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii6.2(b)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 6.2.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ashton Technology Group Inc), Securities Purchase Agreement (Optimark Holdings Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within ten twenty (1020) 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 Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the agrees that such Third Party Claim is notproperly indemnifiable by Indemnifying Party pursuant to this ARTICLE 9, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse subject to the continuing business interests limitations of the Indemnified PartySection 9.03, and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner. In the event the Indemnifying Party fails to assume the defense of any Third Party Claim within twenty (20) days after notice thereof is given by the Indemnified Party or fails to conduct such defense in an active and diligent manner, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim at the reasonable expense and for the account of the Indemnifying Party.
(iiib) So long as the conditions set forth in the first sentence of Section 9.05(a) are and remain satisfied, then: (i) the Indemnifying Party is conducting may conduct the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 9.05(a); (Aii) the Indemnified Party may retain separate co-counsel to participate in such defense at its sole cost and expense and participate (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (A) the employment of separate counsel was authorized in writing by the Indemnifying Party in connection with the defense of the such Third Party Claim, (B) the Indemnified Party will has reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (C) the Indemnified Party’s counsel has advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is an actual conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); and (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld or delayed), consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement settlement, which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto or (C) in the opinion of the Indemnified Party, would reasonably be expected to have an adverse effect on its business, operations, assets, or financial condition.
(c) Notwithstanding the foregoing provisions of this Section 9.05, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim: (i) as to which the Indemnifying Party fails to assume the defense within twenty (20) days after the Indemnified Party gives notice thereof to the Indemnifying Party or which, following assumption, the Indemnifying Party fails to actively and diligently defend; (ii) to the extent the Third Party Claim seeks an Order or other equitable relief against the Indemnified Party which, if successful, would reasonably be expected to have an adverse effect on the business, operations, assets, or financial condition of the Indemnified Party; (iii) in the case where the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification in light of the limitations set forth in Section 9.03; (iv) if such Third-Party Claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action; or (v) the Indemnified Party reasonably believes an adverse determination with respect to the Third action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; provided, however, that the Indemnified Party Claim may make no settlement, compromise, admission, or acknowledgment that would give rise to any liability on the part of the Indemnifying Party without the prior written consent of the Indemnifying Party, and Party (C) the Indemnifying Party will which consent may not consent to the entry of any judgment be unreasonably withheld or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Partydelayed).
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ammo, Inc.), Asset Purchase Agreement (Ammo, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”“) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7.3(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii7.3(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 7.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Laurier International Inc), Stock Purchase Agreement (Laurier International Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII§6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§6(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii§6(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§6.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marquie Group, Inc.), Unit Purchase Agreement (Cancer Therapeutics Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIAgreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingBusiness Manager; providedand (ii) if such notice or knowledge is received or acquired by Business Manager, however, the Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is sought is prejudiced.
(iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than a medical malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, ; and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will 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, ; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivd) In the event If any of the conditions specified in Section 8.4(ii7.4(b) hereof is or becomes unsatisfied, however, ; (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article VIIIAgreement.
Appears in 2 contracts
Samples: Business Management Agreement (Vision Twenty One Inc), Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any the other Party party (the “"Indemnifying Party”") under this Article VIII6.00, then the Indemnified Party shall promptly notify each (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced.
; (iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
; (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(iiparagraph 6.04(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
; (ivd) In the event If any of the conditions in Section 8.4(iiparagraph 6.04(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII6.00.
Appears in 2 contracts
Samples: Purchase Agreement (Anthony Clark International Insurance Brokers LTD), Insurance Brokerage Agreement (Anthony Clark International Insurance Brokers LTD)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten thirty (1030) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against any Losses to the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, extent arising out of, relating to, in the nature of, of or caused by resulting from the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party (including the provision of a performance bond) that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) the settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences to indemnify the Indemnified Party may suffer resulting from, for any Losses to the extent arising out of, relating to, in the nature of, of or caused by resulting from the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callaway Golf Co)
Matters Involving Third Parties. (i) 9.3.1 If any third party Third Party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
9.3.2 Should the Indemnifying Party contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 12.15 the determination of whether or not the indemnity provisions set out in this Section 9 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (ii30) days from submission for arbitration.
9.3.3 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Aa) the Indemnifying Party notifies notified the Indemnified Party in writing within ten fifteen (1015) days after the Indemnified Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify shall assume the defense of 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 with respect to the Third Party Claim, ; (Bb) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, ; and (Ec) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) 9.3.4 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 9.3.3 above: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bb) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party will not without the consent to of the entry of any judgment Indemnifying Party; and (c) the Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party provided that (i) there is no finding or admission of any violation of law or any violation of the rights of any Third Party; (ii) the sole relief provided is money in nature and is paid in full by the Indemnifying Party; and (iii) written agreement is obtained releasing the Indemnified Party from all liability thereunder.
9.3.5 In the event of a claim to the effect that API infringes or violates any patent or other intellectual property right of any Third Party or in the event of other material litigation, threatened or actual, involving the API:
(a) either Party shall have the right to (i) suspend further supply and/or purchase of the API, and/or (ii) require the other Party, and the other Party agrees to comply with such requirement, to suspend the Manufacturing, supply and/or purchase of, and/or other activities involving, the API to the extent this is deemed necessary or advisable by a Party (upon having consulted its legal advisors) or required by a court ordered injunction, or an arbitrator(s) award or order (whether interim or final) to prevent or limit actual or possible damages, liability or injury to Customer and/or Supplier. In the event a Party does not abide with such request, then all Manufacture, supply, purchase of, and/or other activities involving the affected API by such Party shall be at the sole risk and responsibility of such Party, and such Party shall indemnity and hold the other Party harmless, subject to the terms and limitations set out in this Section 9.3 from and against any liabilities, losses, fines, penalties, damages and expenses (including reasonable attorney’s fees) incurred in connection with or as a consequence of such activities.
(ivb) In the event Parties shall use commercially reasonable efforts to cooperate to address and resolve such dispute or litigation in a mutually acceptable way, including, with respect to infringement or violation of any patent or other intellectual property right of any Third Party, without limitation, obtaining a license if practical and/or endeavoring to Manufacture the conditions API in a non-infringing manner or have Orion relocate the Manufacture (if necessary through outsourcing to a Third Party) to a jurisdiction where the Manufacture of API does not infringe third party rights; and
(c) Failing a solution referred to in b) above with respect to infringement or violation of any patent or other intellectual property right of any Third Party within twelve (12) months from the initiation of measures referred to in a) above, Customer shall have the right to purchase API from an alternative supplier as set out and further described in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) 11 below until 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 deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIinfringement issue has been resolved.
Appears in 2 contracts
Samples: Api Supply Agreement (Baudax Bio, Inc.), Api Supply Agreement (Recro Pharma, Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii9(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 9.
(v) A claim by a Party for indemnification is the Party's only right to recover damages for breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wireless Cable & Communications Inc), Stock Purchase Agreement (Wireless Cable & Communications Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article VIIISection 9, then the Indemnified Party shall promptly notify each the Indemnifying Party party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8 (d) hereof(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii8 (d) hereof (ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Eplus Inc), Asset Purchase and Sale Agreement (Manchester Technologies Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other another Party (the “Indemnifying Party”) under this Article VIII§9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
(iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the connection with such Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and (iv) the Indemnifying Party pays the fees and disbursements of such counsel with regards thereto. Prior to the time which the Indemnifying Party may assume the defense hereunder, the Indemnified Party may take such actions as are necessary to preserve the ability to defend such Third Party Claim.
(iiic) So long as Subject to the Indemnifying Party is conducting the defense provisions of the Third Party Claim in accordance with Section 8.4(ii§9.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, that the reasonable costs and expenses of one counsel (in addition to local counsel) to the Indemnified Party will be paid by the Indemnifying Party if (A) in the opinion of counsel to the Indemnified Party, a conflict of interest exists between the Indemnifying Party and any Indemnified Party or (B) the Third Party Claim seeks nonmonetary relief, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless such settlement is for monetary payments only and a written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof agreement is or becomes unsatisfied, however, (A) obtained releasing 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 deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIfrom all liability thereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Stanadyne Corp), Asset Purchase Agreement (Gentek Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIIss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) either (A) the Indemnifying Party thereby is prejudiced, or (B) the notice is otherwise given after the dates or time periods specified in ss.8(b)(ii)(B), ss.8(c)(ii)(B), or ss.8(c)(ii)(C) above, as applicable.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will in accordance with and subject to the terms of this ss.8, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(iiss.8(e)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party provided the Indemnifying Party pays any and all monetary obligations relating to such judgment or settlement, unless: (i) such judgment or settlement imposes any non-monetary obligation upon the Indemnified Party, or (ii) such judgment or settlement is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(iiss.8(e)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIss.8.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc)
Matters Involving Third Parties. (i1) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 5, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii2) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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), (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii5(d)(2) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv4) In the event any of the conditions in Section 8.4(ii5(d)(2) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 5.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third "Third-Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterially prejudiced by such delay.
(iib) Any An Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten thirty (1030) 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, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, ; and (Eiii) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. Unless and until the Indemnifying Party makes an election in accordance with this Section 9.4(b), all of the Indemnified Party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Adverse Consequences subject to indemnification hereunder to the extent provided herein.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8.4(ii9.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (Bprovided that the costs and expense of such co-counsel shall be for the account of the Indemnifying Party if the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such co-counsel that there may be one or more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party); (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably); and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 2 contracts
Samples: Merger Agreement (Videolabs Inc), Merger Agreement (Videolabs Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.3(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(iiArticle 8.3(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 2 contracts
Samples: Asset Purchase and Settlement Agreement (Nexar Technologies Inc), Asset Purchase Agreement (Palomar Medical Technologies Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIIsection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereofsection 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably.
(iv) In the event any of the conditions in Section 8.4(iisection 9(d)(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIsection 9.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Washington Homes Inc), Asset Purchase Agreement (Washington Homes Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom precedent or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii7(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 7.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party party hereto (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article VIIIVII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party party in writing within ten fifteen (1015) 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 damages, costs, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, which the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business Business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7.04(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld, delayed or conditioned unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably); PROVIDED, HOWEVER, that the Indemnified Party shall have the right to employ its own counsel in any action and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party in the event that the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party).
(ivd) In the event any of the conditions in Section 8.4(ii7.04(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences all damages, costs, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, which the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIVII.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Equity Marketing Inc), Asset Purchase Agreement (Equity Marketing Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 13, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii13(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii13(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 13.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Applied Medical Devices Inc), Stock Purchase Agreement (Smi Products Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIAgreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; providedand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, however, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is sought is prejudiced.
(iib) Any Party from whom such indemnification (the “Indemnifying Party will Party”) is sought shall have the right to defend the Party seeking such indemnification (the “Indemnified Party Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of its the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, ; and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will 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, ; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivd) In the event If any of the conditions specified in Section 8.4(ii7.4(b) hereof is or becomes unsatisfiednot satisfied, however, ; (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ and accountants’ fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Article VIIIAgreement.
Appears in 2 contracts
Samples: Professional Business Management Agreement (Eye Care Centers of America Inc), Professional Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII, Section 9 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(ivd) In the event any of the conditions in Section 8.4(ii9.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any 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 Article VIIISection 9.
Appears in 2 contracts
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD), Share Exchange Agreement (Clariti Telecommunications International LTD)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to defend participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party against for any period during which the Third Indemnifying Party Claim with counsel of its choice satisfactory to has not assumed the defense thereof (other than during any period in which the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given shall have failed to give notice of the Third Party Claim that as provided above). If the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, chooses to defend or caused by the prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (Bupon the Indemnifying Party’s request) the provision to the Indemnifying Party provides the Indemnified Party with evidence acceptable of records and information that are reasonably relevant to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified PartyClaim, and (E) the Indemnifying Party conducts the defense making employees available on a mutually convenient basis to provide additional information and explanation of the Third Party Claim actively and diligentlyany material provided hereunder.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(iiNotwithstanding clause (ii) hereofabove, (Ax) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in may, by prior written notice to the Indemnifying Party, assume the defense of the any Third Party Claim, (B) Claim if the Indemnified Party will not consent shall have been advised by counsel that there are one or more legal defenses available to the entry of any judgment Indemnified Party which are different from or enter into any settlement with respect in addition to those available to the Third Indemnifying Party, and, in the reasonable opinion of the Indemnified Party Claim without and its counsel, counsel for the prior written consent Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, and or (Cy) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party will not consent assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the entry provisions of any judgment this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or enter into any settlement settling such claim; provided that the Indemnifying Party’s liability with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivany settlement or compromise shall be subject to Section 8(d)(iv) below. In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the a Third Party Claim in any manner it may deem appropriate injunctive or equitable relief claim that would fall under both subsections (x) and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith(y) of this Section 8(d)(iii), subsection (By) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIshall control.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Sonic Solutions/Ca/)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) Parties with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder (the “Indemnifying Party”) under this Article VIIIXII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii12.3(b) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions condition in Section 8.4(ii12.3(b) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any 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 Article VIIIXI.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sweets & Treats Inc.), Share Exchange Agreement (Sweets & Treats Inc.)
Matters Involving Third Parties. (i) If any third party shall notify any Party (an Indemnitee the “Indemnified Party”) Purchaser with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 9, then the Indemnified Party Indemnitee shall promptly notify each Indemnifying Party the Indemnitor thereof in writing; provided, however, that no delay on the part of the Indemnified Party Indemnitee in notifying any Indemnifying Party the Indemnitor shall relieve the Indemnifying Party Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Indemnitor thereby is prejudiced.
(ii) Any Indemnifying Party The Indemnitor and the Stockholders, if applicable, will have the right to defend the Indemnified Party Indemnitee against the Third Party Claim with counsel of its their choice reasonably satisfactory to the Indemnified Party Indemnitee so long as (A) they notify the Indemnifying Party notifies the Indemnified Party Indemnitee in writing within ten fifteen (1015) days after the Indemnified Party Indemnitee has given notice of the Third Party Claim that the Indemnifying Party Indemnitor (and/or the Stockholders, if applicable) will indemnify the Indemnified Party Indemnitee from and against the entirety of any Adverse Consequences the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides Indemnitor (and the Indemnified Party Stockholder, if applicable) provide the Indemnitee with evidence acceptable to the Indemnified Party Indemnitee that the Indemnifying Party Indemnitor (and the Stockholder, if applicable) will have the financial resources to defend against the Third Party Claim and fulfill its their indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (D) settlement ofthe Indemnitor (and the Stockholders, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eif applicable) the Indemnifying Party conducts conduct the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is Indemnitor (and the Stockholders, if applicable) are conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9(c)(ii) hereofabove, (A) the Indemnified Party Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyIndemnitor (and the Stockholders, if applicable) (not to be withheld unreasonably), and (C) the Indemnifying Party Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyIndemnitee, which will not be unreasonably withheld.
(iv) In the event any of the conditions in Section 8.4(ii9(c)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party Purchaser may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party Purchaser need not consult with, or obtain any consent from, any Indemnifying Party the Seller and/or the Stockholders in connection therewith), (B) the Indemnifying Parties Seller and the Stockholders will reimburse the Indemnified Party Purchaser promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Seller and the Stockholders will remain responsible for any Adverse Consequences the Indemnified Party Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 9.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Response Oncology Inc), Asset Purchase Agreement (Seafield Capital Corp)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to Parent Group or York receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another Person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIV, then (i) if such notice or knowledge is received or acquired by the Indemnified Party Parent Group, the Parent Group shall promptly within twenty (20) days notify each Indemnifying Party thereof in writingYork thereof, and (ii) if such notice or knowledge is received or acquired by York, York shall within twenty (20) days notify the Parent Group thereof; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Article V to provide indemnification unless (and then solely to the extentextent that) the Indemnifying Party thereby party from whom such indemnification is sought is prejudiced. Thereafter, the party seeking indemnification (the "Indemnified Party") shall deliver to the party from whom such indemnification is sought (the "Indemnifying Party"), within five business days after the Indemnified Party's receipt thereof, copies of all notices, correspondence and documents (including, without limitation, court papers) received by the Indemnified Party relating to the Third Party Claim.
(iib) Any The Indemnifying Party will shall have the right to defend against such claim by another Person (the Indemnified Party against the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten thirty (1030) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party) the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any all Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Notwithstanding any acknowledgement made pursuant to Section 5.05(b)(i), York shall continue to be entitled to assert any defense to or limitation on its indemnification responsibility contained in Section 5.02.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii5.05(b) hereof, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, it being understood, however, that the Indemnifying Party shall control such defense, and (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) . If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or settlement of such matter, and all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the execution of documents necessary to effectuate any reasonable institutional controls that are required as part of a remedial action approved by a Governmental Authority, retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of Records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle any Third Party Claim without the consent of the Indemnified Party, unless such compromise or settlement by the Indemnifying Party involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment, subject to the limitations on the Indemnifying Party's obligations pursuant to Section 5.02. The foregoing notwithstanding, in the event that the Indemnifying Party chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, but later chooses to assume defense of such Third Party Claim and gives notice to the Indemnified Party of such assumption, the Indemnifying Party shall, effective concurrently with the notice, control such defense, and the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Indemnifying Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Matthews International Corp), Stock Purchase Agreement (York Group Inc \De\)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(ivd) In the event any of the conditions in Section 8.4(ii8.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any 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 Article VIIISection 8.
(e) Any indemnification liability or reimbursement under this Section 8 shall be limited to the amount of damages (of any nature) actually sustained by a party hereto, net of any applicable insurance payments, tax benefit or other reimbursement realized by such party.
Appears in 1 contract
Samples: Share Exchange Agreement (Clariti Telecommunications International LTD)
Matters Involving Third Parties. (ia) If any third party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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 Losses the Indemnified Party may suffer resulting from, arising out of, ; relating to, in the nature of, ; or caused by the Third Party Claim, (Bii) the Third Party Claim does not seek any material equitable relief, (iii) the Indemnifying Party provides shall conduct a good faith and diligent defense at its own expense, and (iv) the Indemnifying Party keeps the Indemnified Party with evidence acceptable to apprised of the Indemnified Party that the Indemnifying Party will have the financial resources to defend against status of the Third Party Claim and fulfill its indemnification obligations hereunderfurnishes the Indemnified Party with all documents and information reasonably requested by the Indemnified Party; provided, (C) however, that if the named parties to the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) include both the Indemnifying Party conducts and the defense Indemnified Party and representation of both parties by the Third same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party Claim actively and diligentlyshall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel in any jurisdiction.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.5(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(ivd) In the event any of the conditions in Section 8.4(ii8.5(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and with the prior written consent of the Indemnified Party need Party, which consent shall not consult with, or obtain any consent from, any Indemnifying Party in connection therewithunreasonably be withheld), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), ) and (Ciii) the Indemnifying Parties will remain responsible for any 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 Article VIIISection 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Renaissance Worldwide Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii9(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 9.
(v) Nothing in this paragraph (d) shall be construed as lengthening the survival period for representations and warranties under paragraph (a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Pace Health Management Systems Inc)
Matters Involving Third Parties. (ia) If any third party shall notify either Pegasus, the Surviving Corporation or any Party Principal Company Shareholder (the “"Indemnified Party”") prior to the expiration of the Indemnification Period with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article VIIIArticle, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party (but not beyond the expiration of the Indemnification Period, or, in the case of notice of a Third Party Claim received by the Indemnified Party on the last day of the Indemnification Period, the next Business Day) shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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 (limited as provided in this Article XIII) resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence 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, hereunder (Csubject to the aggregate limitations contained herein); (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to (A) exceed the limit of the Indemnifying Party hereunder or (B) establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, subsection (Ab): (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, ; (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably); and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii13.4(b) hereof is not or becomes unsatisfiedno longer satisfied, however, : (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses)) by delivery of shares of Pegasus Class A Common Stock, from the Escrowed Shares or otherwise, valued as set forth in Section 13.6; and (Ciii) the Indemnifying Parties will Party shall 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 extent, but subject to the limitations, provided in this Article VIIIXIII.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article VIIISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, (E) no conflict of interest exists between the Indemnifying Party and the Indemnified Party, and (EF) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(h)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii8(h)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any 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 Article VIIISection 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Barr Pharmaceuticals Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Buyer Indemnified Party or any Seller Indemnified Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article VIIISection 14, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iia) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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, of or relating to, in the nature of, or caused by to the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiib) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii14.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld, delayed or conditioned unreasonably) provided that the Indemnifying Party shall not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnifying Party without liability or obligation, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld, delayed or conditioned unreasonably), provided that the Indemnified Party shall not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnified Party without liability or obligation.
(ivc) In the event any of the conditions in Section 8.4(ii14.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate Claim, and (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii4(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii4(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any 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 Article VIIISection 4.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii6.4(b) hereofabove, (A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii6.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any 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 Article VIIISection 6.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sos Staffing Services Inc)
Matters Involving Third Parties. (ia) If any third party shall notify (including, without limitation, any Party Governmental Authority) notifies any party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”) under this Article VIII"), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.then
(iib) 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 satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not elect to assume control of or otherwise participate in the defense or settlement of any Third Party Claim, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7.3(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii7.3(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 7.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof8.5(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii8.5(b) hereof is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII8.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§7(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii§7(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§7.
Appears in 1 contract
Samples: Stock Purchase Agreement (Innovative Software Technologies Inc)
Matters Involving Third Parties. (i) a. If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIIVII, then the each Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) b. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) c. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof7.4(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) d. In the event any of the conditions in Section 8.4(ii7.4(b) hereof is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party Parties need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIVII.
Appears in 1 contract
Samples: Regulation S Stock Purchase Agreement (Laserlock Technologies Inc)
Matters Involving Third Parties. (i) 9.4.1 If any third party shall notify any either Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article VIIISection 9, then the Indemnified Party shall promptly promptly, following the Indemnified Party’s receipt of notice of such Third Party Claim, notify each the Indemnifying Party thereof of such Third Party Claim in writing; provided, however, that no delay on the part of failure to give such notification shall not affect the Indemnified Party in notifying any indemnification provided hereunder except to the extent the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedhave been actually prejudiced as a result of such failure.
(ii) Any 9.4.2 The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its such Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as (A) Party, provided that the Indemnifying Party notifies agrees in writing not to challenge the facts underlying any judgment associated with such Third Party Claim in any subsequent proceeding between the Indemnified Party in writing within ten (10) days after and the Indemnifying Party regarding the Indemnifying Party’s obligation to indemnify the Indemnified Party has given notice for the Losses associated with such Third Party Claim). If the Indemnifying Party elects to defend against and direct the defense of any Third Party Claim, it shall within 30 days (or sooner, if the nature of the Third Party Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so; provided that the Indemnifying Party must conduct its defense of the Third Party Claim in all material respects in good faith thereafter in order to preserve its rights in this regard. If the Indemnifying Party does not elect to defend against or negotiate any Third Party Claim which relates to any Losses indemnifiable hereunder or if the Indemnifying Party fails to notify the Indemnified Party of its election during the Dispute Period, the applicable Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, the applicable Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that such applicable Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the applicable Indemnified Party, expressed in a writing signed by such counsel, a legal conflict exists between the applicable Indemnified Party and the Indemnifying Party that would make such separate representation necessary; provided, further, that the Indemnifying Party will indemnify the not be required to pay for more than one such counsel for all Indemnified Party from and against the entirety of Parties in connection with 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. Notwithstanding the foregoing, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does may not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts assume the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of if the Third Party Claim requests relief in accordance with Section 8.4(ii) hereof, (A) the form of an injunction or other equitable relief to be imposed upon the Indemnified Party.
9.4.3 If the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in assumes the defense of the a Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement (a) involves only the payment of money damages by the Indemnifying Party, all of which the Indemnifying Party is obligated to pay, (b) does not impose an injunction or other equitable relief upon the Indemnified Party and (c) does not require the admission of any culpability or agreement to any change in the business practices of the Indemnified Party.
(iv) In 9.4.4 Unless and until an Indemnifying Party assumes the event any defense of the conditions Third Party Claim as provided in Section 8.4(ii) hereof is or becomes unsatisfied9.4.2 above, however, (A) the Indemnified Party may must use commercially reasonable efforts to defend against, and against the Third Party Claim in a reasonably appropriate manner.
9.4.5 In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be unreasonably withheld), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences provided that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim do so without such consent if it elects to waive its right of indemnification with respect to the fullest extent provided amount of such settlement in connection with such claim, litigation, investigation or proceeding or the Indemnifying Party refuses to acknowledge Liability for indemnification under this Article VIIIAgreement and/or fails to or declines to defend the Indemnified Party in such claim, litigation or proceeding.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof8.4(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii8.4(b) hereof is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ attorney fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (CVSL Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof8.4(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartytheIndemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii8.4(b) hereof is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ attorney fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party a party entitled to indemnification under Sections 7.2 or 7.3 (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article VIIIVII, then the Indemnified Party shall promptly notify each (and in any event by the sooner to occur of (i) ten days after receipt of notice by it, and (ii) five days prior to the date a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to Section 9.4 hereof)) the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
materially prejudiced thereby. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party promptly notifies the Indemnified Party in writing within ten (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 Party, to the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, extent indemnification is provided for under Sections 7.2 or caused by the Third Party Claim7.3, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiii) the Indemnifying Party thereafter conducts the defense of the Third Party Claim as actively and diligently.
diligently as is reasonably appropriate. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless a written consent of agreement is obtained releasing the Indemnified Party.
Party from all liability thereunder, (iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Indemnifying Party may defend against, and will not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it may deem appropriate (and Claim, which involves an injunction or other equitable relief, without the consent of the Indemnified Party need Party, which consent will not consult withbe unreasonably withheld, or obtain any consent from, any Indemnifying Party in connection therewith), and (Bv) the Indemnifying Parties Party will reimburse not consent to the Indemnified Party promptly and periodically for the costs entry of defending against the any judgment or enter into any settlement with respect to a Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating towhich will, in the nature ofgood faith judgment of the Indemnified Party, likely establish a precedential custom or caused by the Third Party Claim practice adverse to the fullest extent provided in this Article VIIIcontinuing business interests of the Indemnified Party.
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Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, provided that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced thereby.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) within fifteen (15) days after receiving such notice, the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given shall give written 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that stating whether it disputes the Indemnifying Party claim for indemnification and whether it will have the financial resources to defend against the any Third Party Claim or liability at its own cost and fulfill its indemnification obligations hereunderexpense, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, and the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided that if the claim is one that cannot by its nature be defended solely by the Indemnifying Party, the Indemnified Party shall make available all information and assistance reasonably available and necessary for the defense of the Third Party Claim as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof9.7(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without unless written agreement is obtained releasing the prior written consent Indemnified Party from all liability thereunder and such judgment or settlement is not reasonably likely to have a material adverse effect on the operations of the Indemnified PartyParty or any of its Affiliates.
(ivd) In the event any of the conditions in Section 8.4(ii9.7(b) hereof is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any 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 Article VIIISection 9.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii6.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii6.4(b) hereof above is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 6.
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Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIXII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii12.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii12.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIXII.
Appears in 1 contract
Samples: Put and Call Option Agreement (Mobile Telesystems Ojsc)
Matters Involving Third Parties. (i) If any third party shall notify any Buyer Indemnified Party or any Seller Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article VIIISection 14, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iia) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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, of or relating to, in the nature of, or caused by to the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiib) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii14.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld, delayed or conditioned unreasonably) provided that the Indemnifying Party shall not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnifying Party without liability or obligation, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld, delayed or conditioned unreasonably), provided that the Indemnified Party shall not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnified Party without liability or obligation.
(ivc) In the event any of the conditions in Section 8.4(ii14.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate Claim, and (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party entitled to indemnity hereunder (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party a party hereto (the “"Indemnifying Party”") under this Article VIIIVII (a "Third Party Claim"), then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely except to the extent) extent that the Indemnifying Party thereby is prejudicedprejudiced thereby; provided further, however, in the case of Indemnified Parties pursuant to Section 7.2, such notice obligation shall be satisfied by notice to the Stockholder Representative.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after Once the Indemnified Party has given notice of the Third matter to the Indemnifying Party, the Indemnified Party Claim may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it reasonably deems appropriate.
(c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter by acknowledging in writing that such matter is the obligation of 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 tounder Article VII, in the nature of, or caused by the Third Party Claim, which event:
(Bi) the Indemnifying Party provides shall defend the Indemnified Party against the matter with evidence acceptable counsel of its choice reasonably satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.,
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost costs and expense (except that the Indemnifying Party shall be responsible for the fees and participate in expenses of one separate counsel for all Indemnified Parties to the defense of the Third Party Claim, (B) extent the Indemnified Party will is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified party that are different from or additional to those available to the Indemnifying Party), and
(iii) The Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense.
(d) The Indemnified Party shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party, and (C) which consent may not be unreasonably withheld or delayed; provided, however, that if the Indemnifying Party will has provided notice that the matter is not a proper matter for indemnification hereunder, then the Indemnified Party may take any such action without the consent of the Indemnifying Party.
(e) The Indemnifying Party, without the written consent of the Indemnified Party (not to be unreasonably withheld or delayed), shall not consent to the entry of a judgment with respect to any judgment matter which may give rise to a claim for indemnification or enter into any settlement with respect to which does not include a provision whereby the Third Party Claim without plaintiff or claimant in the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) matter releases the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement from all liability with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIthereto.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII§7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§7(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii§7(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§7.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ; (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(d)(ii) hereof, above: (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (B) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably); and (C) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event If any of the conditions in Section 8.4(ii8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.4(b) hereofof this Agreement, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event If any of the conditions in Section 8.4(ii8.4(b) hereof of this Agreement is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 1 contract
Matters Involving Third Parties. (iA) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iiB) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A1) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B2) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D4) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiiC) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9.4(B) hereofabove, (A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivD) In the event any of the conditions in Section 8.4(ii9.4(B) hereof above is or becomes unsatisfied, however, (A1) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B2) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C3) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII9.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof9.4(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii9.4(b) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII9.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Organic Agriculture, Inc.)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII10, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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 -39- 47 Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii10.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(ivd) In the event any of the conditions in Section 8.4(ii10.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any 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 Article VIII10.
Appears in 1 contract
Samples: Stock Subscription and Exchange Agreement (Miami Cruiseline Services Holdings I B V)
Matters Involving Third Parties. (ia) If any third party shall notify any an Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any other an Indemnifying Party (the “Indemnifying Party”) under this Article VIII11, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedactually and materially prejudiced thereby.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice (including the Indemnifying Party's in-house counsel), reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within ten (10) days Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense of any 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, (Bii) the Indemnifying Party provides conducts the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against defense of the Third Party Claim in an active and fulfill its indemnification obligations hereunderdiligent manner, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief against the Indemnified Party, (Div) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (v) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (except to the extent provided in Section 8.2(d)) or any criminal or regulatory enforcement action, and (vi) settlement of, or an adverse judgment with respect to, to or the Indemnifying Party's conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice be materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the conditions set forth in Section 11.4(b) are and remain satisfied, then (i) the Indemnifying Party is conducting may conduct the defense of the Third Third-Party Claim in accordance with Section 8.4(ii) hereof11.4(b), (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Partyexpense, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim not, without the prior written consent of the Indemnified Party.
Party (iv) In the event any of the conditions in Section 8.4(ii) hereof is which consent shall not be unreasonably withheld or becomes unsatisfieddelayed), however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement with respect tothat either imposes an injunction or other equitable relief upon the Indemnified Party, involves a finding or admission of any violation of legal requirements by the Third Party Claim in Indemnified Party, affects any manner it other claim that may deem appropriate (and be made against the Indemnified Party need or does not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse include a full and general release of the Indemnified Party promptly and periodically for by the costs of defending against plaintiff or claimant in the Third Party Claim matter.
(including reasonable attorneys’ fees and expenses), and (Cd) If the Indemnifying Parties will remain responsible for any Adverse Consequences Party does not deliver the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.notice contemplated by
Appears in 1 contract
Samples: Stock Purchase Agreement (UGS PLM Solutions Asia/Pacific INC)
Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) fifteen 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9.5(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(ivd) In the event any of the conditions in Section 8.4(ii9.5(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses, notwithstanding Section 9.3), and (Ciii) the Indemnifying Parties Party will remain responsible for any 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 Article VIIISection 9.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “Indemnified Party”) with respect to Parent Group or York receives notice or acquires knowledge of any matter (a “Third Party Claim”) which may give rise to a claim by another Person and which may then result in a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIV, then (i) if such notice or knowledge is received or acquired by the Indemnified Party Parent Group, the Parent Group shall promptly within twenty (20) days notify each Indemnifying Party thereof in writingYork thereof, and (ii) if such notice or knowledge is received or acquired by York, York shall within twenty (20) days notify the Parent Group thereof; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Article V to provide indemnification unless (and then solely to the extentextent that) the Indemnifying Party thereby party from whom such indemnification is sought is prejudiced. Thereafter, the party seeking indemnification (the "Indemnified Party") shall deliver to the party from whom such indemnification is sought (the "Indemnifying Party"), within five business days after the Indemnified Party's receipt thereof, copies of all notices, correspondence and documents (including, without limitation, court papers) received by the Indemnified Party relating to the Third Party Claim.
(iib) Any The Indemnifying Party will shall have the right to defend against such claim by another Person (the Indemnified Party against the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten thirty (1030) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any all Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Notwithstanding any acknowledgement made pursuant to Section 5.05(b)(i), York shall continue to be entitled to assert any defense to or limitation on its indemnification responsibility contained in Section 5.02.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii5.05(b) hereof, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, it being understood, however, that the Indemnifying Party shall control such defense, and (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) . If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or settlement of such matter, and all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the execution of documents necessary to effectuate any reasonable institutional controls that are required as part of a remedial action approved by a Governmental Authority, retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of Records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle any Third Party Claim without the consent of the Indemnified Party, unless such compromise or settlement by the 20 Indemnifying Party involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim , on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment, subject to the limitations on the Indemnifying Party's obligations pursuant to Section 5.02. The foregoing notwithstanding, in the event that the Indemnifying Party chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, but later chooses to assume defense of such Third Party Claim and gives notice to the Indemnified Party of such assumption, the Indemnifying Party shall, effective concurrently with the notice, control such defense, and the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Indemnifying Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 1 contract
Samples: Asset Purchase Agreement (Matthews International Corp)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.4(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii8.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 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. (ia) If any third party shall notify any Party (the “Indemnified Party”) Person with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other an Indemnifying Party (the “Indemnifying Party”) under this Article VIIIXI, then the Indemnified Party Person shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Person in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedactually and materially prejudiced thereby. The notice described in this Section 11.4(a) shall describe the Third Party Claim in reasonable detail to the extent known, and shall indicate the amount (estimated, if necessary and if then estimable) of the Indemnifiable Loss that has been or may be suffered.
(iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party Person, so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing Person, within ten thirty (1030) days after the Indemnified Party Person has given written notice of the Third Party Claim to the Indemnifying Party (unless in such notice the Indemnified Person certifies, in good faith, that the failure to assume such defense within fifteen (15) days would materially prejudice the Indemnified Person by a delay in assuming the defense beyond fifteen (15) days, in which case, the Indemnified Person shall have the right to assume the defense subsequent to the expiration of such fifteen (15) day period if the Indemnifying Party fails to so assume the defense thereof as provided in and subject to Section 11.4(d)), that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim and fulfill its indemnification obligations hereunder, (C) shall indemnify the Indemnified Person against such Third Party Claim involves only money damages in accordance with the terms and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment limitations of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, this Article XI; and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner.
(iiic) So long as the conditions set forth in Section 11.4(b) are and remain satisfied: (i) the Indemnifying Party is conducting may conduct the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 11.4(b); (Aii) the Indemnified Party Person may retain separate co-counsel at its sole cost and expense (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Person if (A) the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Third Party Claim or (B) the Indemnified Person’s counsel shall have advised the Indemnified Person in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel; and (iii) the Indemnifying Party may not, without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), enter into a settlement with respect to a Third Party Claim; provided that, the Indemnifying Party may, without the prior written consent of the Indemnified Person, enter into a settlement of a Third Party Claim so long as it (1) does not impose an injunction or other equitable relief upon the Indemnified Person, (2) involves the payment of money damages for which sufficient funds remain in the Fixed Escrow Account and (3) includes an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Person and all of its Affiliates and Representatives from all liability with respect thereto.
(d) Notwithstanding Sections 11.4(b) and 11.4(c), the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Person shall be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any Third Party Claim: (i) as to which the Indemnifying Party fails to assume the defense within thirty (30) days after the Indemnified Person gives notice thereof to the Indemnifying Party (unless in such notice the Indemnified Person certifies, in good faith, that the failure to assume such defense within fifteen (15) days would materially prejudice the Indemnified Person by a delay in assuming the defense beyond fifteen (15) days), in which case, the Indemnified Person shall have the right to assume the defense subsequent to the expiration of such fifteen (15) day period if the Indemnifying Party fails to so assume the defense thereof); (ii) to the extent the Third Party Claim seeks an Order, injunction or other equitable relief against the Indemnified Person which, if successful, would adversely affect in any material respect the business, operations, assets or financial condition of the Indemnified Person; (iii) in the case where the Indemnifying Party fails to satisfy its obligations under Section 11.4(b)(ii) or Section 11.4(c)(ii); or (iv) in the case where the Securityholders are the Indemnifying Party and the Third Party Claim in issue and the Indemnified Losses in connection therewith involve or are reasonably likely to involve an amount in excess of 150% of the amount remaining in the applicable portion of the Fixed Escrow Amount available for the satisfaction of such Third Party Claim and Parent Indemnifiable Losses (after taking into account the other unresolved Parent Indemnifiable Losses asserted in good faith against such portion of the Fixed Escrow Amount). Notwithstanding anything to the contrary in this Section 11.4, if an Indemnified Person assumes control of the defense of any Third Party Claim, the costs incurred by such Indemnified Person in connection with the defense of such Third Party Claim shall not be included in the calculation of Indemnifiable Losses relating to such Third Party Claim and shall be paid solely by the Indemnified Person; provided that, nothing in this Section 11.4(d) shall limit the Parent’s or the Surviving Corporation’s right to recover legal fees as and to the extent set forth on Schedule N.
(e) If an Indemnified Person assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.4, such Indemnified Person may enter into any settlement, compromise, admission or acknowledgement of the validity of such Third Party Claim without obtaining the prior written consent of the Indemnifying Party; provided, however, that the Indemnified Person shall make no settlement, compromise, admission or acknowledgment that would (i) pursuant to its terms, impose any liability or obligation (under this Article XI or otherwise) on the part of the Indemnifying Party or (ii) any admission that the Securityholders in their capacity as Securityholders were at fault in connection with matter, omission or event giving rise to the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in each case without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(ivf) In the event any If an Indemnified Person assumes control of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry defense of any judgment or enter into any settlement with respect to, the Third Party Claim in accordance with the provisions of Section 11.4(d)(ii) or (iv) and a judgment or arbitral award is rendered against such Indemnified Person or any manner it may deem appropriate (and of its Affiliates, then the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), shall be liable for only 50% of the Losses otherwise subject to indemnification hereunder with respect to such judgment or arbitral award.
(Bg) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any 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 Notwithstanding anything to the fullest extent provided in this Article VIII.contrary, the control, defense and prosecution of the Schedule M Filings shall be governed exclusively by Section 9.1(e) and Schedule Q.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any is informed or otherwise made aware of a matter (a “Third Party Claim”) which that may give rise to a result in an indemnification claim for indemnification by such Party (the “Indemnified Party”) against any other Party (the “Indemnifying Party”) under this Article VIII), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of by the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedprejudiced by such delay.
(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: (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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 that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ; (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§5(d)(ii) hereof, above: (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii§5(d)(ii) hereof above is or becomes unsatisfied, however, : (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), ; and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§5.
Appears in 1 contract
Samples: Asset Purchase Agreement (Innovative Software Technologies Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Seller Party or Buyer Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 6, then the Indemnified Party shall promptly (and in any event within 10 Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay . The failure of any Indemnified Party to give notice of any such Third Party Claim on a timely basis shall not affect the part rights of the Indemnified Party to indemnification hereunder unless the Indemnified Party demonstrates actual and material Adverse Consequences caused by such failure, in notifying any Indemnifying Party which case the Indemnified Party’s right to be indemnified shall relieve be reduced to the extent the Indemnifying Party from any obligation hereunder unless (demonstrates actual and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterial Adverse Consequences caused by such failure.
(ii) Any The Indemnifying Party (provided that for purposes of this Section 6(e) the Seller’s Representative shall have the sole and exclusive right to act on behalf of the Seller as Indemnifying Party) will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from assume and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts thereafter conduct the defense of the Third Party Claim actively and diligently.
(iii) So long as with reputable counsel of its choice reasonably satisfactory to the Indemnified Party; provided that, prior to the Indemnifying Party is conducting assuming control of such defense it shall first verify to the defense Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Adverse Consequences relating to such claim for indemnification and that (subject to all monetary limitations set forth herein) it shall provide full indemnification (subject to the monetary limitations set forth herein) to the Indemnified Party with respect to such Third Party Claim in accordance with Section 8.4(ii) hereofgiving rise to such claim for indemnification hereunder; provided further, (A) however, that notice of the intention to so contest and defend shall be delivered by the Indemnifying Party to the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in within 30 calendar days following receipt of the defense notice of the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal Proceeding; (B) the claim seeks an injunction or equitable or other non-monetary relief against the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and ; (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party that would make it inappropriate in the reasonable judgment of such counsel, that the same counsel represent both the Indemnified Party and the Indemnifying Party; (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; or (E) the Indemnified Party reasonably believes that the Adverse Consequences relating to the Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section 6. The Indemnified Party shall have the right to participate in such Third Party Claim and to be represented by counsel of its own choosing at its own cost and expense. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably), unless the judgment or proposed settlement (A) involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, (B) does not involve a payment of money damages that exceeds the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section 6, and (C) provides that the Indemnified Party will be fully and completely released from any further liability or obligation with respect to the matters which are the subject of such Third Party Claim, in which case consent shall not be required.
(iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in subsection 6(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be responsible for all costs incurred in connection therewith.
(iv) In the no event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it may deem appropriate without the prior written consent of the Indemnifying Party, which consent shall not be withheld unreasonably; provided that, (and A) if the Indemnifying Party does not give notice to the Indemnified Party need not consult withof its election to contest and defend any such Third Party Claim in accordance with Section 6(d)(ii), or obtain any then no such consent from, any shall be required and the Indemnifying Party in connection therewith), shall be bound by the result obtained with respect thereto by the Indemnified Party and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for may consent to the costs entry of defending against any judgment or enter into any settlement with respect to the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) without the prior written consent of the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, if such judgment or settlement would result in the nature of, or caused by the Third Party Claim no liability to the fullest extent provided in Indemnifying Party pursuant to this Article VIIISection 6.
Appears in 1 contract
Matters Involving Third Parties. (i) 12.4.1 If any third party shall notify any Party party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article VIII, 12 then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting within ten (10) days; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) 12.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Aa) the Indemnifying Party notifies the Indemnified Party in writing within ten thirty (1030) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cb) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dc) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Ed) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) 12.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, 12.4.2: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Cc) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) 12.4.4 In the event any of the conditions in Section 8.4(ii) hereof 12.4.2 is or becomes unsatisfied, however, (Aa) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bb) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Cc) the Indemnifying Parties Party will remain responsible for any 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 Article VIII12.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (( a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII(S) 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests interest of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii(S) hereof7(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and Party (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Partybe withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii7(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any 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 Article VIII(S) 7.
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIIss.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify defend the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer incur resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(iiss.4(d)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably), and (D) the Indemnifying Party shall not be liable for any amounts in excess of the amount payable pursuant to a settlement or judgment if the Indemnified Party does not consent to such settlement or entry of judgment referred to in clause (C) above, unless the withholding of such consent was reasonable.
(iv) In the event any of the conditions in Section 8.4(iiss.4(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIss.4.
Appears in 1 contract
Samples: Agreement With Target Stockholders (Electronic Control Security Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article VIIISection 14, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is prejudiced.
(iia) Any any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as:
(Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, ;
(Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ;
(Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.;
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Assets and Stock (Beazer Homes Usa Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii§8(c)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii§8(c)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§8.
Appears in 1 contract
Samples: Stock for Stock Exchange Agreement (Intac International Inc)
Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”) under this Article VIII"), then the Indemnified Party shall promptly will notify 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 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.
(iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not elect to assume control of or otherwise participate in the defense or settlement of any Third Party Claim, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7.3(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii7.3(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.consult
Appears in 1 contract
Matters Involving Third Parties. (i) If any third party shall notify any Party (of the “Indemnified Party”) Parties with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Indemnified Party (the “Indemnifying Party”) under this Article VIIISection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Indemnified Party thereby is prejudiced.
(ii) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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 adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, as provided in the nature of, Section 9(b)(i) or caused by the Third Party Claim(ii), (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii9(c)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii9(c)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party Parties need not consult with, or obtain any consent from, any Indemnifying Party Parties in connection therewith), (B) the Indemnifying Parties will shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 9.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Whoodoo Com Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as as
(A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, ;
(B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ;
(C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ;
(D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and ; and
(E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(c)(ii) hereof, above,
(A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and Party (not to be withheld unreasonably); and
(C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) In the event any of the conditions in Section 8.4(ii8(c)(ii) hereof above is or becomes unsatisfied, however, ,
(A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and ; and
(C) the Indemnifying 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 Article VIII8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. Any notification made to or by the Sellers, whether as Indemnifying Party or as Indemnified Party, shall be made to or by the Sellers' Representative on behalf of the Sellers.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten thirty (1030) 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 suffers resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(e)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) unless the Third Party Claim can be settled solely for monetary damages, all of which will be paid by the Indemnifying 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.
(iv) In the event any of the conditions specified in Section 8.4(ii8(e)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer suffers resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8. In the 40 event any of conditions (A), (B) or (D) as specified in Section 8(e)(ii) above is or becomes unsatisfied, and the Indemnified Party successfully defends and suffers no Losses in connection with the Third Party Claim, the Indemnifying Party shall pay one-half of the Indemnified Party's reasonable attorneys' fees, costs and other expenses incurred by the Indemnified Party in successfully defending the Third Party Claim.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third The party shall notify any Party or parties seeking indemnification hereunder (the each, an “Indemnified Party”) with respect shall give the party or parties from whom indemnification is sought or to be sought (each, an “Indemnifying Party”) prompt written notice of any matter Adverse Consequences suffered by, affecting or otherwise directed at it. If an indemnification claim involves a claim by a third party (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedactually and materially prejudiced thereby.
(iib) Any The Indemnifying Party will have the right and obligation to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii11.2(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii11.2(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically (at least monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 11.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIIIX, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify 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 any claim; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party from any obligation of its obligations hereunder unless except to the extent that (and then solely only to the extentextent that) such failure shall have caused the damages for which the Indemnifying Party thereby is prejudicedobligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is assuming such defense and 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, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof9.04(b), (Ai) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be unreasonably withheld), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld), and (D) the Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make its personnel reasonably available, and shall provide such testimony and access to its books and records as is reasonably requested by the Indemnifying Party in connection therewith.
(ivd) In the event any of the conditions in Section 8.4(ii9.04(b) hereof is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Party Claim in any manner he, she or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (Cii) the Indemnifying 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 Article VIIIIX.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Affirmative Insurance Holdings Inc)
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIISection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii7.4(b) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii7.4(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any 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 Article VIIISection 7.
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against any the other Party party (the “"Indemnifying Party”") under this Article VIII6.00, then the Indemnified Party shall promptly notify each (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced.;
(iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Ev) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.;
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(iiparagraph 6.04(b) hereofabove, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.;
(ivd) In the event If any of the conditions in Section 8.4(iiparagraph 6.04(b) hereof above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII6.00.
Appears in 1 contract
Samples: Purchase Agreement (Anthony Clark International Insurance Brokers LTD)
Matters Involving Third Parties. (i) 7.2.1 If any third party shall notify any either Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article VIIISection 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any 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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) fifteen 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) such equitable relief sought by the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefClaim, (D) settlement ofif any, or an adverse judgment with respect to, the Third Party Claim is would not, if granted, result in the good faith judgment of a material adverse effect on the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party's business, and (Eiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) 7.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof7.2.2 above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(iv) 7.2.4 In the event any of the conditions in Section 8.4(ii) hereof 7.2.2 above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any the consent from, any of the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 7.
Appears in 1 contract
Matters Involving Third Parties. (i) 6.4.1. If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) 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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) 6.4.3. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof6.4.2 above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) 6.4.4. In the event any of the conditions in Section 8.4(ii) hereof 6.4.2 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 6.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ; (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(d)(ii) hereof, above: (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (B) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, provided that the Indemnifying Party may withhold consent if such consent would require the Indemnifying Party to admit fraud or intentional wrongdoing; and (C) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably, provided that the Indemnified Party may withhold consent if such consent would require the Indemnified Party to admit fraud or intentional wrongdoing.
(iv) In the event If any of the conditions in Section 8.4(ii8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith; provided, however, that if the Third Party Claim involves relief other than money damages only, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party), (B) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Silicon Graphics International Corp)
Matters Involving Third Parties. (ia) If any a third party shall notify makes any claim or demand on 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 any other under Section 8.1 (a "Third Party (the “Indemnifying Party”) under this Article VIIIClaim"), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) fifteen 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, and (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8.2(b) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty unless the Indemnified Party chooses to exercise its rights under Section 8.2(d), below, to assume all defense and liability for such Third Party Claim, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, unless any such judgment or settlement requires only the payment of money and no injunctive or other equitable relief.
(ivd) In the event any of the conditions in Section 8.4(ii8.2(c) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses).
(e) In the event all of the conditions of Section 8.2(c) above are and remain satisfied, and if (CA) the Indemnifying 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 seeks an injunction or other equitable relief, or (B) settlement of, or an adverse judgment with respect to, the Third Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the fullest extent provided continuing business interests of the Indemnified Party, then the Indemnified Party, in this Article VIIIits sole discretion and at its sole expense, may assume the defense of such Third Party Claim by giving written notice of its intention to do so as part of the notice to be given by the Indemnified Party pursuant to Section 8.2(c) above.
Appears in 1 contract
Samples: Channel Partner Agreement (Locateplus Holdings Corp)
Matters Involving Third Parties. (ia) If any third party shall notify (including, without limitation, any Party Governmental Authority) notifies any party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article VIIISection 7.1 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 any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.other
Appears in 1 contract
Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIIIV, then the Indemnified Party shall promptly notify each --------- Indemnifying Party thereof in writing; provided, however, that no delay on the ----------------- part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced; it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party's ability to defend against such Third Party Claim.
(iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party or Parties will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, Claim (B) it being understood by the Indemnifying Party provides Parties that the Indemnified Party may take such actions as are reasonable in connection with evidence acceptable to the Indemnified Party that its defense until it receives such notice from the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party), and (Eii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii6.4(b) hereofabove, (Ai) the Indemnified -------------- Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (provided that the Indemnified Party will have the right to employ separate counsel to represent the Indemnified Party (the fees and expenses of which will be borne by the Indemnifying Party if, in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to such claim), (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not, without the prior written consent of the Indemnified Party (not to be withheld unreasonably), consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in which any relief other than the prior written consent payment of the 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 release from all liability with respect to such Third Party Claim.
(ivd) In the event any of the conditions in Section 8.4(ii6.4(b) hereof above is or -------------- becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.VI. ----------
Appears in 1 contract
Samples: Securities Purchase Agreement (Convergent Communications Inc /Co)
Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article VIII(S)8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedproviding, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense defenses of the Third Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii(S)8(d)(ii) hereofabove, (A) 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, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(iv) In the event any of the conditions in Section 8.4(ii(S)8(d)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII(S)8.
Appears in 1 contract
Samples: Stock Purchase Agreement (JPM Co)
Matters Involving Third Parties. (i) If any third party Party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third "Third-Party Claim”") which may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article VIIISection 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided. Provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(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 (Ai) the Indemnifying Party notifies the Indemnified Party in writing within ten fifteen (1015) 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 adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, from or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Eiii) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
(iii) So long as the . The Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will 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, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be withheld unreasonably.
(iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Nutraceuticals Inc/Tx)
Matters Involving Third Parties. (i) 9.3.1 If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a in this §9.3, “Third Party Claim”) which may give rise to a claim Claim for indemnification against any for Losses under this § 9, then the Indemnified Person shall promptly notify the other Party (in this §9.3, the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Person in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced.
(ii) Any 9.3.2 The Indemnifying Party will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (A) the as:
9.3.2.1 The Indemnifying Party notifies the Indemnified Party Person in writing within ten (10) days 10 Business Days after the Indemnified Party Person has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party Person from and against the entirety of any Adverse Consequences Loss the Indemnified Party Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the ;
9.3.2.2 The Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) ;
9.3.2.3 settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified PartyPerson, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Person; and
9.3.2.4 The Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iii) 9.3.3 So long as the Indemnifying Party is conducting conducts the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) §9.3.2 above:
9.3.3.1 the Indemnified Party Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) ;
9.3.3.2 the Indemnified Party Person will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and Party (C) the not to be withheld unreasonably); and
9.3.3.3 The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyPerson (not to be withheld unreasonably).
(iv) 9.3.4 In the event any of the conditions in Section 8.4(ii) hereof §9.3.2 above is or becomes unsatisfied, however, (A) :
9.3.4.1 the Indemnified Party Person may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party Person need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the ;
9.3.4.2 The Indemnifying Parties Party will reimburse the Indemnified Party Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the ; and
9.3.4.3 The Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII§9.
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Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article VIIIXI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 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, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof11.5(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(ivd) In the event any of the conditions in Section 8.4(ii) hereof 11.5 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ ' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIIXI.
(e) In the event and during such period that Seller is defending the Indemnified Party against any Third Party Claim arising from, related to or in connection with, any action or inaction prior to the Closing Date, by any of the LMG Subsidiaries, and performs its other indemnification obligations hereunder with respect to such action or inaction, then Buyer shall retransfer (or shall cause the LMG Subsidiary to retransfer) to Seller all defenses, causes of action, choses in action, rights of recovery, rights of setoff and rights of recoupment (including any such item relating to the payment of Taxes) and all original books, records and documents relating to such Third Party Claim.
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Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give gives rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIIISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that as long as the notice of such indemnification claim to the Indemnifying Party is made prior to the expiration of the survival period pursuant to Section 8(a), no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually prejudiced.
(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 (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) 15 business days after the Indemnified Party has given notice of the Third Party Claim of its intention to contest the Third Party Claim (it being understood that the Indemnifying Party will may reserve its rights as to whether or not it in fact is liable to 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 ClaimParty), (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderhereunder (including the payment in cash of all fees and costs associated with such defense), (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If a Third Party Claim involves entitles both Parties or their indemnitees to indemnification, then the Party reasonably likely to have the more costly indemnification obligation pursuant to Section 8 shall be deemed to be the Indemnifying Party for purposes of the defense of such Third Party Claim.
(iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii8(c)(ii) hereofabove, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably), unless the following shall apply (in which case the Indemnifying Party may settle and compromise such Third Party Claim without the prior written consent of the Indemnified Party): (x) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party; and (y) the sole relief provided is monetary damages that are paid in full in cash by the Indemnifying Party. If the Indemnified Party fails to consent to any settlement or compromise offer, the Indemnifying Party may continue to contest such Third Party Claim and, in such event, (subject always to Section 8(b)(i)) the maximum liability of the Indemnifying Party for such Third Party Claim shall not exceed such settlement or compromise offer.
(iv) In the event any of the conditions in Section 8.4(ii8(c)(ii) hereof above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party (with cash) promptly and periodically for the its reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIIISection 8.
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