Common use of Notice and Defense of Claim Clause in Contracts

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 (sixty) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 (sixty) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefromthere from, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefromthere from.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "“Indemnified Party"”) shall provide written notice to the other party (the "“Indemnifying Party"”) within 60 (sixty) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to seeking indemnification (the "“Indemnified Party"”) shall provide written notice to the other party (the "“Indemnifying Party"”) within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party Party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 thirty (sixty30) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim; provided, however, that a failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 6.4 will not affect the rights or obligations of any Indemnified Party or Indemnifying Party hereunder except and only to the extent that, as a result of such failure, the party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party and may conduct such defense in such manner as it may deem appropriate including, but not limited to, settling such claim or legal proceeding, after giving notice of such settlement to the Indemnified Party, on such terms as the Indemnifying Party may deem appropriate. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it such settlement to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever The Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement of any claim shall arise Third Party Proceeding for which indemnification may be claimed hereunder, the party entitled provided that any failure to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 (sixty) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, so notify the Indemnifying Party, at Party shall not relieve it from its sole cost and expense and upon written obligations under this Section 11. If it receives notice to of a Third Party Proceeding from the Indemnified Party, the Indemnifying Party may participate in the Proceeding at its own expense and will be entitled to assume the defense of any such claim or legal proceeding thereof with counsel of its choice unless counsel for the Indemnifying Party reasonably satisfactory to concludes that there would be a conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expensethat precludes their joint representation under Applicable Law or ethical canons. If the Indemnifying Party does not assume assumes the defense of any such claim or litigation resulting therefromthe Third Party Proceeding, it shall not be liable to the Indemnified Party mayfor any Litigation Expenses subsequently incurred by it in connection with the defense thereof, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it except to the extent that the Indemnifying Party, on such terms as Party authorizes the Indemnified Party may deem appropriate and no action taken to engage separate counsel or the Indemnifying Party or its counsel fails to act with reasonable diligence in assuming the defense of the Proceeding, in each of which events all Litigation Expenses thereafter incurred by the Indemnified Party in accordance with such defense and settlement for employing separate counsel shall relieve be subject to indemnification hereunder. In no event shall the Indemnifying Party be obligated for the Litigation Expenses of its indemnification obligations herein provided with respect more than one separate counsel to any Damages resulting therefromrepresent all Indemnified Parties in a particular Third Party Proceeding.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.. ARTICLE 10

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party Party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party Party from whom indemnification is sought (the "Indemnifying Party") within 60 (sixty) days of as soon as practicable after becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party Party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party, which permission shall not be unreasonably withheld. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel counsel, and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate appropriate, including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "“Indemnified Party"”) shall provide written notice to the other party (the "“Indemnifying Party"”) within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole sale cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.

Notice and Defense of Claim. Whenever Except for any claim by Purchaser pursuant to § 9.02(d), whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "“Indemnified Party"”) shall provide written notice to the other party (the "“Indemnifying Party"”) within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom. Any claim by Purchaser for indemnification pursuant to § 9.02(d) which concerns Seller’s failure to refund a key customer may be made within two (2) days of Purchaser becoming aware of the right to indemnification, and Seller shall tender payment as described § 9.02(d) rather than requiring payment following a legal action or other proceeding.

Notice and Defense of Claim. Whenever (a) The Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement of any claim shall arise Proceeding for which indemnification may be claimed hereunder, provided that any failure to so notify the party entitled to indemnification (the "Indemnified Party") Indemnifying Party shall provide written notice to the other party (the "Indemnifying Party") within 60 (sixty) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting not relieve it from or arising out of any claim or legal proceeding by a person who is not a party to its obligations under this Agreement, the Indemnifying Party, at its sole cost and expense and upon written . If it receives notice to of a Proceeding from the Indemnified Party, the Indemnifying Party may participate in the Proceeding at its own expense and will be entitled to assume the defense of any such claim or legal proceeding thereof with counsel reasonably satisfactory to the Indemnified Party. The Party unless counsel for the Indemnifying Party reasonably concludes that there would be a conflict of interest between the Indemnifying Party and the Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expenseProceeding. If the Indemnifying Party does not assume assumes the defense of any such claim or litigation resulting therefromthe Proceeding, it shall not be liable to the Indemnified Party mayfor any Expenses subsequently incurred in connection with the defense thereof, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it except to the extent that the Indemnifying Party, on such terms as Party authorizes the Indemnified Party may deem appropriate and no action taken to engage separate counsel or the Indemnifying Party or its counsel fails to act with reasonable diligence in assuming the defense of the Proceeding, in each of which events all Expenses thereafter incurred by the Indemnified Party in accordance with such defense and settlement for employing separate counsel shall relieve be subject to indemnification hereunder. In no event shall the Indemnifying Party be obligated for the Expenses of its indemnification obligations herein provided with respect more than one separate counsel to any Damages resulting therefromrepresent all Indemnified Parties in a particular Proceeding.

Notice and Defense of Claim. (a) Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "“Indemnified Party"”) shall provide written notice (“Indemnification Notice”) to the other party Seller Representative regarding the indemnification obligation of the Sellers or, if applicable, the relevant Seller (in either case the "“Indemnifying Party") Party or Parties”), by delivery of such notice to the Seller Representative, within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim (provided that failure to give such notice shall not affect the indemnification obligations of the Indemnifying Parties hereunder, except to the extent such failure materially prejudices such party’s ability to successfully defend the matter giving rise to indemnity hereunderthe indemnification claim), resulting from or arising out together with the amount of any such claim or legal proceeding and wire transfer instructions for satisfaction of the same. Simultaneously, a copy of such notice shall be provided to the surety under the Surety Bond. The Indemnifying Parties shall have ten (10) Business Days following the date of the Indemnification Notice to satifsy such claim for indemnifcation, by a person who is not a party delivery to this Agreement, the Indemnified Party of immediately available funds unelss the Indemnifying PartyParties shall, at its sole cost and expense and upon prior to the end of such ten (10) Business Days, dispute such indemnification claim, by delivery of a written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding Party (with counsel reasonably satisfactory a copy to the Indemnified Party. The Indemnified Party surety) setting forth the amount so disputed and the rationale for such determination (which shall be entitled to participate made in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefroma commercially reasonable manner).

Notice and Defense of Claim. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall provide written notice to the other party (the "Indemnifying Party") within 60 sixty (sixty60) days of becoming aware of the right to indemnification and, as expeditiously as possible thereafter, the facts constituting the basis for such claim. In connection with any claim giving rise to indemnity hereunder, resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party, at its sole sale cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall not be obligated to, defend against such claim or litigation in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any Damages resulting therefrom.