Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (d) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.
Appears in 1 contract
Samples: Stock Purchase Agreement (Poster Financial Group Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 910, 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 therebyprejudiced.
(b) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen ten (1510) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences (subject to the limitations expressly set forth in this Agreement) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnified Party shall have not reasonably concluded that (x) there may be reasonable claims or defenses available to it which are different from or additional to those available to the Indemnifying Party provides Party, or (y) the interests of the Indemnified Party reasonably may be deemed to conflict with evidence acceptable to the Indemnified Party that interests of the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderParty, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)10.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiy) the Indemnifying Party will not consent to the 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).
(d) In the event any of the conditions in Section 9.6(b10.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (ii) 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 (iii) 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 Section 9Section.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Generation Foods Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(bss.8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9ss.8.
Appears in 1 contract
Matters Involving Third Parties. 60
(a) If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Indemnfying Party") under this Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Indemnify ing Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be unreasonably withheldwith held), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party.Party from all liability thereunder. 61
(d) In the event any of the conditions in Section 9.6(b9.5(b) above is or becomes unsatisfied, however, (i1) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) 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 Section 9.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (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 Section 9, then the Indemnified Party Purchaser shall promptly notify each Indemnifying Party the Sellers thereof in writing; provided, however, that no delay on the part of the Indemnified Party Purchaser in notifying any Indemnifying Party the Sellers shall relieve the Indemnifying Party indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced therebyindemnitor thereby are prejudiced.
(bii) Any Indemnifying Party The Sellers and the Group will have the right to defend the Indemnified Party Purchaser against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Purchaser so long as (iA) they notify the Indemnifying Party notifies the Indemnified Party Purchaser in writing within fifteen (15) 15 days after the Indemnified Party Purchaser has given notice of the Third Party Claim that the Indemnifying Party Sellers will indemnify the Indemnified Party Purchaser from and against the entirety of any Adverse Consequences the Indemnified Party Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party Sellers and the Group provides the Indemnified Party Purchaser with evidence acceptable to the Indemnified Party Purchaser that the Indemnifying Party Sellers and the Group will have the financial resources to defend against the Third Party Claim and fulfill its his indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified PartyPurchaser, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified PartyPurchaser, and (vE) the Indemnifying Party conducts Sellers and the Group conduct the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is Sellers and the Group are conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9(c)(ii) above, (iA) the Indemnified Party Purchaser may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party Purchaser will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Sellers and the Group (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party Sellers and the Group will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyPurchaser.
(div) In the event any of the conditions in Section 9.6(b9(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party Purchaser may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party Purchaser need not consult with, or obtain any consent from, any Indemnifying Party the Seller in connection therewith), (iiB) the Indemnifying Parties Sellers and the Group will reimburse the Indemnified Party Purchaser promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) the Indemnifying Parties Sellers and the Group will remain responsible for any Adverse Consequences the Indemnified Party Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 98.3, 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 party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim claim with counsel of its choice reasonably satisfactory to the -41- 42 Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify defend the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (viii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b8.3(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld or delayed unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld or delayed unreasonably).
(d) In the event any of the conditions in Section 9.6(b8.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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) except under Section 8.3(b)(ii), in which case the Indemnifying Party shall only be required to reimburse the Indemnified Party for one-half of the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences of the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 98.3.
(e) Notwithstanding Section 8.2(a)(viii), Seller and Seller's Shareholder shall not have any Liability to Purchaser to the extent that (i) Purchaser has not given reasonable notice to Seller that circumstances likely to give rise to Adverse Consequences exist and permitted Seller to attempt to mitigate its Liability with regard thereto, (ii) any Adverse Consequences related to any failure by Purchaser to perform the obligations of Seller under any Restricted Interest consistent with the terms thereof except in the case where the other party to the Restricted Interest did not permit Purchaser to perform such obligations by reason of the failure to obtain consent to the assignment of such Restricted Interest to Purchaser, or (iii) the Restricted Interest in question is not assigned because it terminates in accordance with its terms, including any provision permitting termination for convenience or lack of funding.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party, and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the 28 Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) 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 Section 98.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (for purposes hereof the "term “Party” shall be deemed to include the Shareholders) (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 Section 98, then the Indemnified Party shall promptly (but in no event more than fifteen (15) days after the Indemnified Party receives notice of such Third Party Claim) 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party (and Parent and Buyer hereby acknowledge that Vedder, Price, Xxxxxxx & Kammholz is satisfactory) so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify assume and control the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 Partydefense, and (vB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) neither the Indemnifying Party nor the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying other Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written which consent of the Indemnified Partyother Party shall not be unreasonably withheld or delayed).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, (iA) after written notice to the Indemnifying Party in the event the conditions in Section 8(d)(ii) become unsatisfied and are not cured within thirty (30) days after such notice, the Indemnified Party may defend against, 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), and (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 98.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9section 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen twenty (1520) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)section 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eworld Interactive, Inc.)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party 38 40 from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, whether through the Indemnity Escrow Agreement or otherwise, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim Claim, to the fullest extent provided in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith)this Section 8, (iiB) 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)) to the fullest extent provided in this Section 8, and (iiiC) 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 Section 98.
Appears in 1 contract
Samples: Acquisition Agreement (Fidelity National Financial Inc /De/)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 9ss.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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(bss.8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9ss.8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party either Purchaser, Seller and/or Shareholders (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 Section 9Article XI, 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 therebyprejudiced.
(b) 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (iiiii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (iviii) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), 11.4(b) above: (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (ii) the Indemnified Party will 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 unreasonably withheldwithheld unreasonably), ; and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event If any of the conditions in Section 9.6(b11.4(b) above is not or becomes unsatisfiedno longer satisfied, however, : (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (ii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), ; and (iii) 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 provided in this Section 9Article XI.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pegasus Communications Corp)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 96, 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 therebyprejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)6.4(b) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b6.4(b) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) 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 Section 96.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Koala Corp /Co/)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of his/its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) 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 (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.4(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(bss.4(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) 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 Section 9ss.4.
(v) The Indemnifying Party will succeed and be subrogated to any and all rights (including, without limitation, insurance coverage offset rights, counter claims and rights to third party contribution and indemnification) the Indemnified Party may have with respect to the Third Party Claim.
Appears in 1 contract
Samples: Agreement With Seller Stockholder (Source Information Management Co)
Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 98, 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 prejudiced therebythereby prejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 9.6(b)8(c)(ii) above, (i) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Third-Party Claim. In any event, (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld).
(div) In the event any of the conditions in Section 9.6(b8(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim Claim, subject to the fullest extent provided limitations set forth in this Section 98(b).
Appears in 1 contract
Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (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 Section 9), then the Indemnified Party shall promptly 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 relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(b) Any Indemnifying Party will shall have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will 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, to or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(d) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.the
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party indemnitee (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 Section 97, 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 (unless, and then solely to the extent) , the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing writing, within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, Party and (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)7(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or stipulation of dismissal 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 unreasonably withheld)withheld unreasonably, and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably.
(div) In the event If any of the conditions in Section 9.6(b7(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) 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 Section 97.
v) Notwithstanding the foregoing, if with respect to any Third Party Claim involving only the payment of money, either a firm written offer is made to settle by all Persons asserting such claim or the Indemnifying Party and all Persons asserting such Third Party Claim agree on a settlement of such claim involving only the payment of money, and the Indemnified Party refuses to accept such settlement, then the Indemnifying Party shall be excused from, and the Indemnified Party shall be responsible for, all further defense of such Third Party Claim, and the maximum liability of the Indemnifying Party on account of such Third Party Claim shall be the amount of the proposed settlement plus the costs and expenses incurred with respect to such Third Party Claim through the date of such refusal.
Appears in 1 contract
Samples: Asset Purchase Agreement (Telaxis Communications Corp)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Indemni fied Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(bss.8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9ss.8.
Appears in 1 contract
Samples: Equity Purchase Agreement (Comtelco International Inc)
Matters Involving Third Parties. (a) 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 Section 96, 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 therebyprejudiced.
(b) 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) 6.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)6.4.2 above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, and (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(d) 6.4.4 In the event any of the conditions in Section 9.6(b) 6.4.2 above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and appropriate, provided that the Indemnified Party need shall not consult with, or obtain any settle such Third Party claim without the consent from, any of the Indemnifying Party in connection therewith), (not to be unreasonably withheld) and (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 96.
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Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 98, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 98.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Steakhouse Partners Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.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 indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(div) In the event any of the conditions in Section 9.6(bss.8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any 33 38 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), (iiB) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) 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 Section 9ss.8.
Appears in 1 contract
Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9section4, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) 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 (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)section4(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(bsection4(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9section4.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party either Purchaser or the Selling Group (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 Section 9Article XI, 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 therebyprejudiced.
(b) 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: (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.financial
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), 11.4(b) above: (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (ii) the Indemnified Party will 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 unreasonably withheldwithheld unreasonably), ; and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event If any of the conditions in Section 9.6(b11.4(b) above is not or becomes unsatisfiedno longer satisfied, however, : (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (ii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), ; and (iii) 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 Section 9.arising
Appears in 1 contract
Samples: Asset Purchase Agreement (Pegasus Communications Corp)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9(S)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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences suffered by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)(S)9(e)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b(S)9(e)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) the Indemnifying Parties will remain responsible for any Adverse Consequences suffered by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9(S)9.
Appears in 1 contract
Samples: Share Purchase Agreement (International Fuel Technology Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 96, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)6(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b6(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 96.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9(S)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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)(S)8(e)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b(S)8(e)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9(S)8.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third Person not a party to this Agreement shall notify any Party party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party hereto (the "Indemnifying Party") under this Section 98(b), 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 indemnifying party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as Party, provided (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 98.
Appears in 1 contract
Samples: Plan and Agreement of Recapitalization and Merger (M T Financial Group Inc)
Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing, but in any event, at least ten (10) days prior to the last date to avoid a default or forfeiture of the right to dispute or contest the claim or for filing an answer or response to any suit, claim or action; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced therebyas stated above.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 9.6(b)§8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party, and (iiiC) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party.
(div) In the event any of the conditions in Section 9.6(b§8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including attorneys' ’ fees and expenses), and (iiiC) 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 Third-Party Claim to the fullest extent provided in this Section 9§8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to TKZ or Xxxxxx 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 Section 9Article XI, then the Indemnified Party (i) if such notice or knowledge is received or acquired by TKZ, TKZ shall promptly notify each Indemnifying Party thereof in writingXxxxxx thereof, and (ii) if such notice or knowledge is received or acquired by Xxxxxx, he shall promptly notify TKZ 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 XI to provide indemnification unless (and then solely to the extentextent that) the Indemnifying Party party from whom such indemnification is prejudiced thereby.
sought is prejudiced. (b) Any party from whom such indemnification is sought (the "Indemnifying Party will Party") 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim 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 to such Third Party Claim, (ii) 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, (iii) the Third Party Claim involves seeks only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)11.05(b) hereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party, and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(d) In the event If any of the conditions specified in Section 9.6(b11.05(b) hereof is or becomes unsatisfied, however, (i) the Indemnified Party Party, upon prior written notice to the Indemnifying Party, may defend against, 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), (ii) 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' and accountants' fees and expensesdisbursements and amounts paid in settlement), and (iii) the Indemnifying Parties will Party shall remain responsible for any 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 Section 9Article XI.
Appears in 1 contract
Samples: Membership Interest Agreement (Matthews International Corp)
Matters Involving Third Parties. (a) If any third party Third Party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(b) Any Indemnifying Party will have the right to defend defend, at its expense, the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(d) In the event any of the conditions in Section 9.6(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) 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 Section 9.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 97, 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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the former's choice reasonably satisfactory to the Indemnified Party so long as (i1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given give notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii2) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv4) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, 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 (v5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(d) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Sierra Financial Inc)
Matters Involving Third Parties. (a) If any third party shall notify any either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this Section 9Article 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 is prejudiced therebyby the delay.
(b) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iviii) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8.04(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld).
(d) In the event any of the conditions in Section 9.6(b8.04(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem in good xxxxx xxxx appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (ii) 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 (iii) 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 full extent provided in this Section 9Article VIII.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9paragraph 6, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) 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 hereunder, except to the extent) extent the Indemnifying Party thereby is prejudiced therebyprejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party.
(bii) Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party Party; so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, from or in the nature of, or caused by connection with the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in paragraph 6(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate.
(iv) If the Indemnifying Party has the right, but does not assume control of defense of any claim in accordance with this paragraph 6(d), then the Indemnifying Party may nonetheless participate (at its own expense) in the defense of such claim and the Indemnified Party will consult with the Indemnifying Party in respect of such defense. If the Indemnifying Party has the right and does assume control of defense of any claim in accordance with this paragraph 6(d), then the Indemnified Party may nonetheless participate (at its own expense) in the defense of such claim and the Indemnifying Party will consult with the Indemnified Party in respect of such defense.
(v) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)paragraph 6(d)(ii) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiA) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiB) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Racing Champions Corp)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified ----------- Party") with respect to any matter matters (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9(S)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 party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement ofor, or an any 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)(S)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b(S)8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs cost of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) 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 Section 9(S)8.
Appears in 1 contract
Matters Involving Third Parties. (a1) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced therebyforfeits any substantial rights or defenses.
(b2) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting fromcovered by Sections 9.2, arising out of9.3 or 9.4, relating to, in as the nature of, or caused by the Third Party Claimcase may be, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(d4) In the event any of the conditions in Section 9.6(b9.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this Section 914, then the Indemnified Indemni- fied 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 therebyprejudiced.
(bA) Any any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as:
(i1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party Party, without qualification or reservation, from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ;
(ii2) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ;
(iii3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ;
(iv4) 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 ;
(v5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; and
(6) the counsel selected at the time of selection and continuously has, in the reasonable judgment of the Indemnified Party, no conflict of interest with respect to each action and its appearance therein. In addition to the foregoing, in the event that the Indemnified Party is the Purchaser, as a condition to undertaking the defense of the indemnified claim, the Seller must provide to the Purchaser the unconditional agreement by Calton agreeing to be primarixx xxxble and responsible to the Purchaser without defense or claim as to the Indemnified Claim.
(cB) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), 14.3 hereof:
(i1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(ii2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim claim without the prior written consent of the Indemnifying Party (Party, not to be unreasonably withheld), and withheld unreasonably; and
(iii3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably.
(dC) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied14.3 hereof are not satisfied at any time, however, :
(i1) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(ii2) 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 ;
(iii3) 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 Section 914.; and
(4) the remaining restrictions set forth at Section (ii) shall no longer be applicable.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, provided that no delay on the part failure of the an Indemnified Party in notifying any Indemnifying Party to give prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its indemnification obligations except to the extent) extent that the Indemnifying Party is shall have been materially prejudiced thereby.
(bii) Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim Party; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party.
(diii) In Unless and until an Indemnifying Party assumes the event any defense of the conditions Third Party Claim as provided in Section 9.6(bss.8(d)(ii) is or becomes unsatisfiedabove, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, against the Third Party Claim in any manner he or it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses)appropriate, and (iii) the Indemnifying Parties will such reasonable defense costs shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9indemnifiable hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pacific Gateway Exchange Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 97, 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 therebyprejudiced.
(bii) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting fromas provided in Section 7(b)(i) or Section 7(c)(ii) above, arising out of, relating to, in the nature of, or caused by the Third Party Claimas may be applicable, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)7(d)(i) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will 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 unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b7(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party Parties need not consult with, or obtain any consent from, any Indemnifying Party Parties in connection therewith), (iiB) 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 (iiiC) the Indemnifying Parties will shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 97.
Appears in 1 contract
Samples: Amalgamation Agreement (Go Call Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9Article 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 therebyprejudiced.
(b) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the 53 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b8.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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 (iii) 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 Section 9Article VIII.
(e) The Indemnified Party shall (and, in the case of Buyer and Communications, shall cause the Vermont Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any Third Party Claim. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain, and (in the case of Buyer and Communications) to cause the Vermont Entities to retain, all books and records with respect to Tax matters pertinent to the Vermont Entities relating to any taxable period beginning before the Closing Date until six months after the expiration of the statute of limitations (and, to the extent notified by Buyer, Communications or UBIBV, any extensions thereof) of the respective taxable periods, and to abide by all record retention obligations imposed by law or pursuant to agreements entered into with any Taxing Authority, and (ii) to give
Appears in 1 contract
Samples: Lease Agreement (Getty Images Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9? 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as
(iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ;
(iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ;
(iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ;
(ivD) 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
(vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), 8(d)(ii) above,
(iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and ; and
(iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, ,
(iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(iiB) 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
(iiiC) 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 Section 98.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section (S) 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 therebyprejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will will, subject to (S) 9.3 above, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iviii) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section (S) 9.6(b)) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified PartyParty from all liability thereunder.
(d) In the event any of the conditions in Section (S) 9.6(b) above is or becomes unsatisfiedunsatisfied in any material respect, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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 (iii) the Indemnifying Parties will will, subject to (S) 9.3 above, remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section (S) 9.
Appears in 1 contract
Samples: Stock Purchase Agreement (SMTC Corp)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, 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 therebyprejudiced.
(bii) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting fromas provided in Section 8(b)(i) or (ii) above, arising out of, relating to, in the nature of, or caused by the Third Party Claimas may be applicable, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 34 Form 8-K/A No. 2, Exhibit 2 interests of the Indemnified Party, and (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party Parties need not consult with, or obtain any consent from, any Indemnifying Party Parties in connection therewith), (iiB) 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 (iiiC) the Indemnifying Parties will shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 98.
Appears in 1 contract
Samples: Merger Agreement (Publishing Co of North America Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Indem-nifying Party") under this Section 98, 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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory satis-factory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 98.
Appears in 1 contract
Samples: Asset Purchase Agreement (Manchester Equipment Co Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 9, 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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b9(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9.. (e)
Appears in 1 contract
Samples: Stock Purchase Agreement (Moneygram Payment Systems Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (vC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(bss.8(d)(ii)(A) or (C) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9ss.8. Notwithstanding anything contained herein to the contrary, in the event the condition in ss.8(d)(ii)(B) applies, the provisions of subsection (iii) above shall apply.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 96, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by from the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In If the event any Indemnifying Party does not assume the defense of the conditions in Section 9.6(b) is or becomes unsatisfiedThird Party Claim, however, (i) the Indemnified Party may defend against, control the defense of such claim and consent to may settle the entry claim on behalf of any judgment or enter into any settlement with respect to, and for the Third Party Claim in any manner it may deem appropriate (account and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) risk of the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses)Party, and (iii) 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 who shall be bound by the Third Party Claim to the fullest extent provided in this Section 9result.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9(S)8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting describing the Third Party Claim in reasonable detail; 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 thereby(except the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party in investigating or defending the Third Party Claim during the period in which the Indemnified Party has not given notice of such Third Party Claim to the Indemnifying Party).
(bii) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify 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 of the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages that would not have a material adverse effect on the business, financial condition or operations of Buyer and its Subsidiaries (including the Company and its Subsidiaries) taken as a whole and does not seek an injunction or other equitable relief, (iv) 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 (vC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)(S)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party, and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and contains a full and complete release in favor of all Indemnified Parties.
(div) In the event any of the conditions in Section 9.6(b(S)8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, the Third Party Claim in any manner it reasonably may deem appropriate; provided that the Indemnified Party's counsel is reasonably acceptable to the Indemnifying Party and that the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to, without the Third Party Claim in any manner it may deem appropriate (and prior written consent of the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iinot to be unreasonably withheld) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiB) 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 Section 9(S)8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party either Pegasus, the Surviving Corporation or the Shareholders (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 Section 9Article, 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 therebyprejudiced.
(b) 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: (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; and (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), subsection (b): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (ii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), ; and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event If any of the conditions in Section 9.6(b11.4(b) above is not or becomes unsatisfied, however, no longer satisfied after seven (7) days advance written notice by the Indemnified Party:
(i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (ii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), ; and (iii) 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 provided in this Section 9Article.
Appears in 1 contract
Samples: Merger Agreement (Summe Richard D)
Matters Involving Third Parties. (ai) If any third party shall notify any Party Purchaser (the "Indemnified INDEMNIFIED Party") with respect to any matter (a "Third Party Claim") Claim which may give rise to a claim for indemnification against any other Party the Company (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 97, 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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)7(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.
(div) In the event any of the conditions in Section 9.6(b7(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 97.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this Section 9§8, then the party to be so indemnified (the “Indemnified Party 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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) 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 of practice materially adverse to the continuing business interests of the Indemnified Party, and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)§8(d) (ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii3) the Indemnified Party will not consent to the entry of any judgment judgement or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b§8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9§8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Halo Technology Holdings, Inc.)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 910, 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 therebyprejudiced.
(bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the former's choice reasonably satisfactory to the Indemnified Party so long as (i1) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given give notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii2) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv4) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, 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 (v5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b10(d)(ii), (i1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b10(d)(ii) is or becomes unsatisfied, however, (i1) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (ii2) 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 (iii3) 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 Section 9.Indemnified
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9' 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 indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced therebythereby prejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)' 8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld or delayed unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.Party (not to be withheld or delayed unreasonably). 148
(div) In the event any of the conditions in Section 9.6(b' 8(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) 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 Section 9' 8.
Appears in 1 contract
Samples: Option and Stock Purchase Agreement (Wireless Cable & Communications Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will will, if final indemnification liability is established, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) 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 (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively reasonably and diligently-in good faith.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d) (ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8 (d) (ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) , and (iiiC) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 98. The Indemnifying Party may participate in any proceedings at its sole cost and expense with counsel of its choosing.
Appears in 1 contract
Samples: Reorganization and Stock Exchange Agreement (Rattlesnake Holding Co Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") Buyer 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") Sellers under this Section 9, then the Indemnified Party Buyer shall promptly notify each Indemnifying Party the Sellers thereof in writing; provided, however, that no delay on the part of the Indemnified Party Buyer in notifying any Indemnifying Party the Sellers shall relieve the Indemnifying Party Sellers from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced therebySellers are thereby prejudiced.
(bii) Any Indemnifying Party The Sellers will have the right to defend the Indemnified Party Buyer against the Third Party Claim with counsel of its their choice reasonably satisfactory to the Indemnified Party Buyer so long as (iA) the Indemnifying Party notifies Sellers notify the Indemnified Party Buyer in writing within fifteen (15) 15 days after the Indemnified Party Buyer has given notice of the Third Party Claim that the Indemnifying Party Sellers will indemnify the Indemnified Party Buyer from and against the entirety of any Adverse Consequences the Indemnified Party Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides Sellers provide the Indemnified Party Buyer with evidence acceptable to the Indemnified Party Buyer that the Indemnifying Party Sellers will have the financial resources to defend against the Third Party Claim and fulfill its their indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified PartyBuyer, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified PartyBuyer, and (vE) the Indemnifying Party conducts Sellers conduct the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is Sellers are conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9(c)(ii) above, (iA) the Indemnified Party Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party Buyer will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Sellers (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party Sellers will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyBuyer.
(div) In the event any of the conditions in Section 9.6(b9(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party Buyer may defend against, 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 Buyer need not consult with, or obtain any consent from, any Indemnifying Party the Sellers in connection therewith), (iiB) the Indemnifying Parties Sellers will reimburse the Indemnified Party Buyer promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiiC) the Indemnifying Parties Sellers will remain responsible for any Adverse Consequences the Indemnified Party Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Specialty Care Network Inc)
Matters Involving Third Parties. (a) If any third party shall notify any either Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a right to claim for indemnification against any other Party (i) Seller under Section 8.2 or (ii) Buyer under Section 8.3 (each of (i) and (ii), the "“Indemnifying Party") under this Section 9”), 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 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 is prejudiced thereby.
(b) Any The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim Party; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. The Indemnified Party shall provide reasonable assistance to and cooperation with the Indemnifying Party in connection with any Third Party Claim. Notwithstanding the foregoing, if the interests of the Indemnified Party, whether or not the Indemnified Party is a named party in such Third Party Claim, and the interests of the Indemnifying Party are or could reasonably be expected by the Indemnified Party to be adverse, the Indemnified Party may assume and thereafter conduct its own defense and the Indemnifying Party shall reimburse the Indemnified Party on a current basis for its Adverse Consequences incurred in the defense thereof.
(dc) In Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 9.6(b) is or becomes unsatisfied8.5(b), however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, against 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), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9appropriate.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party party to this Agreement (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 to this Agreement (the "Indemnifying Party") under this Section 911, 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 therebyand so long as such notice shall be delivered to the Indemnifying Party within the survival period set forth in Section 11.1 above.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (vii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently with counsel reasonably acceptable to the Indemnified Party.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)11.5 above, (ia) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iib) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiic) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9.
Appears in 1 contract
Matters Involving Third Parties. (ai) 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 Section 98, 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 therebyprejudiced.
(bii) Any 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 (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Conse- quences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction injunction, criminal penalties or other equitable equita- ble relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligent- ly.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified In- demnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior Prior written consent of the Indemnified PartyParty (not to be withheld unreason- ably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, upon prior notice and reasonable opportunity to cure to the Indemnifying Party (iA) the Indemnified Party may defend against, and consent to the entry of any judgment judg- ment 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), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expensesex- penses), and (iiiC) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Indemni- fied Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 98.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party Person (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 Person (the "Indemnifying Party") under this Section 9ss.10, then the Indemnified Party shall promptly notify each the Indemnifying Party or its representative, as applicable, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences costs, losses and expenses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable subject 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 hereunderlimits of liability described in this ss.10), (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) 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 (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.10(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably); provided, that the Indemnified Party shall consent to any settlement with respect to a Third Party Claim where the settlement involves only the payment of money damages and the amount thereof is fully paid by the Indemnifying Party.;
(div) In the event any of the conditions in Section 9.6(bss.10(d)(ii) above is or becomes unsatisfied, however, : (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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), subject to the limitations of its liability authorized in this ss.10, and (iiiC) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Claims the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim Claim, subject to the fullest extent provided limitations of its liability contained in this Section 9ss.10.
(v) The Company shall cause the Company Stockholders, through the Letter of Transmittal, irrevocably to appoint three Persons (the "Representatives"), to act as their agent and attorneys-in-fact, with full power of substitution, to execute the Post Closing Escrow Agreement in their name and to take all actions called for by this ss.10 and the Post Closing Escrow Agreement on their behalf, all in accordance with the terms of this ss.10 and the Post Closing Escrow Agreement.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") Parties with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder or the Acquiror (the "“Indemnifying Party"”) under this Section 9Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced therebythereby prejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)12.3(b) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions condition in Section 9.6(b12.3(b) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 9Article XI.
Appears in 1 contract
Samples: Share Exchange Agreement (Legacy Ventures International Inc.)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified ------------ Party") with respect to any matter (a "Third Party Claim") which may give ------ ------------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 96, 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b6(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 96.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9' 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as:
(iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ;
(iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, Claim;
(iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ;
(ivD) 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
(vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (iS) 8(c)(ii) above,
(A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and ; and
(iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b(S) 8(c)(ii) above is or becomes unsatisfied, however, ,
(iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' reasonable attorneys fees and expenses), and ; and
(iiiC) 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 Section 9(S) 8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9Article 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 therebyprejudiced.
(b) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the 41 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b8.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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 (iii) 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 Section 9Article VIII.
(e) The Indemnified Party shall (and, in the case of Buyer and Communications, shall cause the Vermont Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any Third Party Claim. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain, and (in the case of Buyer and Communications) to cause the Vermont Entities to retain, all books and records with respect to Tax matters pertinent to the Vermont Entities relating to any taxable period beginning before the Closing Date until six months after the expiration of the statute of limitations (and, to the extent notified by Buyer, Communications or UBIBV, any extensions thereof) of the respective taxable periods, and to abide by all record retention obligations imposed by law or pursuant to agreements entered into with any Taxing Authority, and (ii) to give 36 42 the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Buyer or Communications or UBIBV, as the case may be, shall allow the other Party to take possession of such books and records.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify commence an action against any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section Article 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingwriting within ten (10) business days after receipt of notice of the commencement of such action; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party is prejudiced therebythereby prejudiced.
(b) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen ten (1510) business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, subject to the limitations provided in Section 9.4, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to that, in the Indemnified Party that Party's reasonable judgment, the Indemnifying Party (as a group if more than one) will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief which, if granted, is reasonably likely to have a material adverse effect on the Indemnified Party, and (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its the Indemnified Party's sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld or delayed, and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that, in the event such consent is withheld, the Indemnifying Party shall not be liable for any amount of any eventual judgment or settlement in excess of the amount for which the matter could have been settled if consent was granted.
(d) In the event Unless any of the conditions set forth in Section 9.6(b9.5(b) is or becomes unsatisfied, howeverabove are met, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it the Indemnified Party may deem appropriate appropriate, in the Indemnified Party's sole discretion (and the Indemnified Party shall consult in good faith with, but need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs cost of defending against the Third Party Claim (including attorneys' including, without limitation, all attorney's fees and expenses), and (iii) the Indemnifying Parties will Party shall remain responsible fully liable for any Adverse Consequences damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section Article 9, and (iv) the Indemnifying Party shall cooperate fully with the Indemnified Party in the Indemnified Party's defense of the Third Party Claim.
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Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third Third-Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, 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 prejudiced therebythereby prejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third 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, (ii) 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 EXECUTION COPY Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligentlyin good faith.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 9.6(b)Claim, (iA) 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, (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld).
(div) In the event any the Indemnifying Party is not conducting the defense of the conditions in Section 9.6(b) is or becomes unsatisfied, howeverThird-Party Claim, (iA) the Indemnified Party may defend againstagainst the Third-Party Claim in any manner it may reasonably deem appropriate, and but the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to, to the Third Third-Party Claim in any manner it 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), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' fees and expenses), and (iiiC) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 98.
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Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9Agreement, 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 from whom such indemnification is prejudiced therebysought is prejudiced.
(b) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim 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, ; (ii) 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; (iii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (iv) 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 materially adverse to the continuing business interests of the Indemnified Party, ; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), SECTION 7.4(B): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (ii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), Party; and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
(d) In the event If any of the conditions specified in Section 9.6(bSECTION 7.4(B) is or becomes unsatisfiednot satisfied, however, ; (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (ii) 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 (iii) 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 Section 9Agreement.
Appears in 1 contract
Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9(S) 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as:
(iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ;
(iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, Claim;
(iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ;
(ivD) 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
(vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b), (iS) 8(c)(ii) above,
(A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ;
(iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and ; and
(iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b(S) 8(c)(ii) above is or becomes unsatisfied, however, ,
(iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ;
(iiB) 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
(iiiC) 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 Section 9(S) 8.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9Article 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 therebyprejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim (it being understood by the Parties that the Indemnified Parties may take such actions as are reasonable in connection with its defense until it receives such notice from the Indemnifying Party), (ii) the Indemnifying 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, (iii) the Third Party Claim involves only money monetary damages and does not seek an injunction or other equitable relief, and (iviii) 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; provided, and (v) however, that if the Indemnified Party is covered, in whole or in part, by an insurance policy with respect to any Third Party Claim, then the Indemnifying Party conducts the Party's defense of the against such Third Party Claim actively and diligentlyshall be limited or precluded as required by the terms of the applicable insurance policy.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8.04(b) above, and subject to the provisions of any applicable insurance policies of the Indemnified Party, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b8.04(b) above is or becomes unsatisfied, or if otherwise required under the terms of any applicable insurance policy of the Indemnified Party, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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 (iii) 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 Section 9Article VIII.
Appears in 1 contract
Samples: Stock Purchase Agreement (New England Business Service Inc)
Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (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 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 is prejudiced thereby.Indemnifying
(b) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)7.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(d) In the event any of the conditions in Section 9.6(b7.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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 (iii) 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 Section 97.
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Matters Involving Third Parties. (a) 8.4.1 If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, 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 prejudiced thereby.
(b) 8.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice (and reasonably satisfactory to the Indemnified Party Party) so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given gives notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8.4.2 above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which will not to be unreasonably withheld), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (which will not be unreasonably withheld).
(d) 8.4.4 In the event any of the conditions in Section 9.6(b) 8.4.2 above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 98.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter in respect of a Claim by such third party (a "Third Party Claim") which may give rise to a claim Claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting with respect to such potential Adverse Consequences; 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (vB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)ss.8(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, and the Indemnifying Party shall have no liabilities or obligations in respect of the costs and expenses of such counsel, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld or delayed unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably), unless an unconditional term of such judgment or settlement is a complete release of all Liability of the Indemnified Party.
(div) In Notwithstanding the event any of the conditions in Section 9.6(b) is or becomes unsatisfiedforegoing, however, (i) the if an Indemnified Party may defend against, and consent to the entry of any determines in good faith that there is a reasonable probability that an adverse judgment or enter into any settlement with respect to, to the Third Party Claim in any manner may adversely affect it may deem appropriate or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, or if the Indemnifying Party does not, within thirty (and 30) days after the Indemnified Party need not consult withParty's notice is given, or obtain any consent from, any give notice to the Indemnifying Party in connection therewith)of its intention to assume the defense thereof, such Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to conduct the defense of such Third Party Claim, but the Indemnifying Party shall not bound by (i) any compromise or settlement thereof unless the Indemnifying Party has given its prior written consent thereto or (ii) the Indemnifying Parties will reimburse the Indemnified any determination of any such defense of such third Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 9Claim.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any other Party (the "Indemnifying Party") under (S) 8 or this Section (S) 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 therebyprejudiced.
(bii) Any Except with respect to the Naue Claim and the Xxxxx Claim, any Indemnifying Party will have the right to defend assume the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing at any time within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim Claim; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts must conduct the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim diligently thereafter in accordance with Section 9.6(b), (i) order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate ---------------- co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim.
(iii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with (S) 9(d)(ii) above, (iiA) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld or delayed unreasonably), and .
(iiiiv) In the event the Indemnifying Party will does not consent to assume and conduct the entry defense of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party.
in accordance with (dS) In the event any of the conditions in Section 9.6(b9(d)(ii) is or becomes unsatisfiedabove, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and appropriate, subject to the Indemnified Party need not consult with, or obtain any consent from, any of the Indemnifying Party in connection therewiththerewith (not to be withheld or delayed unreasonably), . Nothing in this (iiS) 9(d)(iv) shall relieve the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim from any obligation under this (including attorneys' fees and expenses), and (iiiS) 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 Section 9.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gundle SLT Environmental Inc)
Matters Involving Third Parties. (a) If any third party shall notify Equityholder or any Buyer Party seeks indemnification under Section 7.2 or Section 7.3, as applicable, such Person (the "Indemnified Party") with respect will give written notice to the other Person (the "Indemnifying Party") specifying in reasonable detail the basis for the claim. In that regard, if any matter Liability brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to Section 7.2 or Section 7.3, as applicable (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9), then the Indemnified Party shall will 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 no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation Liability or Adverse Consequences hereunder unless (unless, and then solely only to the extent) , the delay in notice materially prejudices the Indemnifying Party is prejudiced therebyParty's ability to defend such claim; provided further that in the event of a conflict between this Section 7.4 and Section 6.6(h), the provisions of Section 6.6(h) shall control.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, criminal or quasi criminal proceeding, action, indictment, allegation or investigation, (iviii) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and (v) in the case of a claim by a Buyer Party, Buyer would not be liable hereunder for more than 50% of the expected amount of the Adverse Consequences assuming the alleged facts in the Third Party Claim were true.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b7.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate to the extent permitted by law or court rules in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not to be unreasonably withheld), withheld unreasonably) and (iii) 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 will not be withheld unreasonably).
(d) In the event that any of the conditions in Section 9.6(b7.4(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ) and (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) 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 Section 97.4.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this Section 9§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 is prejudiced therebythereby prejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (iiiC) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) 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 (vE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 9.6(b)§7(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld).
(div) In the event any of the conditions in Section 9.6(b§7(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (iiiC) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 9§7.
Appears in 1 contract
Samples: Property Purchase Agreement (Titan Holding Group, Inc.)
Matters Involving Third Parties. (ai) If any third party shall notify any Party party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 9, 10 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 therebymaterially prejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) 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, (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) settlement of, or an adverse judgment with respect to, the named parties to the Third Party Claim is not, in the good faith judgment of do not include both the Indemnified Party, likely to establish a precedential custom or practice materially adverse to Party and the continuing business interests of the Indemnified Indemnifying Party, and (vD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)10(d)(ii) above, (iA) the Indemnified Party may retain separate co-co- counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b10(d)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 910.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party party hereto (the "Indemnifying Party") under this Section 912, 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 prejudiced therebythereby prejudiced.
(b) 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 (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Loss the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, from or caused by the Third Party Claim, (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iviii) 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 (viv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently (following notice from the Indemnified Party and reasonable opportunity to cure).
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)12.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will shall 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 Party (not to be unreasonably withheld), and (iii) the Indemnifying Party will shall 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 or delayed).
(d) In the event any of the conditions in Section 9.6(b12.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment Judgment on or enter into any settlement with respect to, the Third Party Claim in any manner it may reasonably deem appropriate (and with the Indemnified Party need prior written consent of the Indemnifying Party, which consent shall not consult withbe unreasonably withheld, conditioned or obtain any consent from, any Indemnifying Party in connection therewith)delayed, (ii) the Indemnifying Party shall have the right to participate in the defense of such Third Party Claim at its own expense; (iii) 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 (iiiiv) the Indemnifying Parties will shall remain responsible for any Adverse Consequences Loss the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, from or caused by the Third Party Claim to the fullest extent provided in this Section 912.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bravo Multinational Inc.)
Matters Involving Third Parties. (ai) If any third party shall notify any Party Buyer (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 of the Sellers (the each, an "Indemnifying Party") under this Section 97, then the ------------------ Indemnified Party shall promptly notify each Indemnifying Party thereof the Stockholders Representative, as defined below, in writing; provided, however, that -------- ------- no delay on the part of the Indemnified Party in notifying any Indemnifying Party the Stockholder Representative shall relieve the an Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is prejudiced therebyprejudiced.
(bii) Any Indemnifying Party The Stockholder Representative will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party Stockholder Representative notifies the Indemnified Party in writing within fifteen ten (1510) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party 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, (iiB) the Indemnifying estimated amount of the Third Party Claim, together with all other Third Party Claims made against the Indemnified Party, whether or not such claims have been settled, is less that the Indemnity Maximum, (C) the Stockholder Representative provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party Stockholder Representative will have the financial resources to defend against the Third Party Claim and fulfill its the indemnification obligations hereunder, (iiiD) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivE) 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 (vF) the Indemnifying Party Stockholder Representative conducts the defense of the Third Party Claim actively and diligently.
(ciii) So long as the Indemnifying Party Stockholder Representative is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)7(c)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Stockholder Representative, not to be unreasonably withheld)withheld unreasonably, and (iiiC) the Indemnifying Party Stockholder Representative will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably.
(div) In the event any of the conditions in Section 9.6(b7(c)(ii) above is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (appropriate, and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party or the Stockholder Representative in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), therewith and (iiiB) 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 Section 97.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lexar Media Inc)
Matters Involving Third Parties. (ai) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly within twenty (20) days 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 therebyprejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing (the "Defense Notice") within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (vB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party delivers a Defense Notice, the Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party's counsel in the defense of the Third Party Claim, including, without limitation, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall control the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party, and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably); provided, however, that the Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment with respect to any such Third Party Claim that requires only the payment of money damages by the Indemnifying Party with no injunction or other equitable relief and that includes as an unconditional term thereof the release by the third party of the Indemnified Party from any and all liability in respect of such Third Party Claim.
(div) In the event any the Indemnifying Party does not conduct the defense of the conditions in Section 9.6(b) is or becomes unsatisfiedThird Party Claim actively and diligently, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 98.
Appears in 1 contract
Matters Involving Third Parties. (ai) If any third party shall notify any Party party entitled to indemnification hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 98, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting pursuant to Section 11(f); 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 therebymaterially prejudiced.
(bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (iA) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify 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 (ii) except to the Indemnifying Party provides extent the failure to so notify the Indemnified Party with evidence acceptable would not result in any Adverse Consequences 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 hereunderParty), (iiiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivC) 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 have a precedential custom or practice materially adverse to Material Adverse Effect on the continuing business interests of the Indemnified Party, (D) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (vE) the Indemnifying Party conducts the defense of the Third Party Claim promptly, actively and diligently.
(ciii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)8(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iiiC) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably).
(div) In the event any of the conditions in Section 9.6(b8(d)(ii) above is or becomes unsatisfied, however, for such period of time as such condition remains unsatisfied, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (iiB) 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 (iiiC) 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 Section 98; provided, however, that in the event that the condition contained in Section 8(d)(ii)(C) above is or becomes unsatisfied, the Indemnifying Parties shall only be responsible for Adverse Consequences in an amount not to exceed 110% of the settlement or adverse judgment reached or received by the Indemnifying Parties.
Appears in 1 contract
Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter demand or claim (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section Article 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is prejudiced therebyprejudiced.
(b) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.6(b)9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably), provided, however, the Indemnifying Party may consent to any such judgment or settlement without the consent of the Indemnified Party in the event the Third Party Claim is for monetary damages only.
(d) In the event any of the conditions in Section 9.6(b) 9.4 above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (ii) 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 (iii) 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 Section Article 9.
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Samples: Stock Purchase Agreement (Value City Department Stores Inc /Oh)