Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 4 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 4 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the Indemnifying
Appears in 2 contracts
Samples: Share Exchange Agreement (Unifab International Inc), Transition Agreement (Unifab International Inc)
Notice and Defense of Third Party Claims. If any third party demand, claim, action or proceeding shall be brought or asserted under this Article 4 against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article 4 from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall give prompt written notice thereof to the IndemnifyingIndemnifying Person who shall have the right to assume its defense, including the hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or
Appears in 2 contracts
Samples: Share Exchange Agreement (Unifab International Inc), Transition Agreement (Unifab International Inc)