Common use of Method of Asserting Claims, Etc Clause in Contracts

Method of Asserting Claims, Etc. Buyer will give prompt written notice to Sellers (or the appropriate Seller) of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to Damages under Section 9.01 hereof, stating the nature, basis and (to the extent known) amount thereof. If the Claim under Section 9.01 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Sellers shall be entitled to participate therein, and, to the extent desired by them, to assume the defense thereof, and after notice from Sellers to Buyer of the election so to assume the defense thereof, Sellers will not be liable to Buyer for any legal or other expenses subsequently incurred by Buyer in connection with the defense thereof, unless Sellers do not actually assume the defense thereof following notice of such election. Buyer and Sellers will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer will not settle any Claim and incur any Damages without the written consent of the Sellers (or the appropriate Seller), which consent shall not be unreasonably withheld. Buyer and/or the Company shall assign to Sellers all right, title and interest in any Claim which is paid by Sellers hereunder.

Method of Asserting Claims, Etc. Buyer will give prompt written notice to Sellers (or the appropriate Seller) Seller of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to Damages under Section 9.01 SECTION 12.1 hereof, stating the nature, basis and (to the extent known) amount thereof. If the Claim under Section 9.01 SECTION 12.1 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Sellers Seller shall be entitled to participate therein, and, to the extent desired by themSeller, to assume the defense thereof, and after notice from Sellers Seller to Buyer of the election so to assume the defense thereof, Sellers neither Seller nor Shareholders will not be liable to Buyer for any legal or other expenses subsequently incurred by Buyer in connection with the defense thereof, unless Sellers Seller or Shareholders do not actually assume the defense thereof following notice of such election. Buyer and Sellers Seller will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer will not settle any Claim and incur any Damages without the written consent of the Sellers Seller (or the appropriate Seller), which consent shall not be unreasonably withheld. Buyer and/or Seller or Shareholders, as the Company case may be, shall assign to Sellers the party(ies) paying such Claim all right, title and interest in any Claim which is paid by Sellers hereunder.

Method of Asserting Claims, Etc. Buyer will Both parties agree to give prompt written notice to Sellers (or the appropriate Seller) other party of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to Damages under Section 9.01 hereofthis Agreement, stating the nature, basis and (to the extent known) amount thereof. If the Claim under Section 9.01 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Sellers the Indemnitee shall be entitled to participate therein, and, to the extent desired by them, to assume the defense thereof, and after notice from Sellers Indemnitee to Buyer Indemnitor of the election so to assume the defense thereof, Sellers Indemnitor will not be liable to Buyer Indemnitee for any legal or other expenses subsequently incurred by Buyer Indemnitee in connection with the defense thereof, unless Sellers Indemnitor do not actually assume the defense thereof following notice of such election. Buyer Indemnitee and Sellers Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer Indemnitee will not settle any Claim and incur any Damages without the written consent of the Sellers (or the appropriate Seller)Indemitor, which consent shall not be unreasonably withheld. Buyer and/or the Company Indemnitee shall assign to Sellers Indemnitor all right, title and interest in any Claim which is paid by Sellers Indemnitor hereunder.