Common use of Notice and Defense of Third Party Claims Clause in Contracts

Notice and Defense of Third Party Claims. If any Proceeding shall be brought or asserted under this Article V against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article V from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall undertake the defense, compromise or settlement of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Indemnified Person's defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall give prompt written notice of such Proceeding to the Indemnifying Person; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that the Indemnifying Person is materially prejudiced by reason of such delay or failure. Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article V. In connection with the Indemnified Person's defense of any such Proceeding, the Indemnifying Person shall, reasonably and in good faith, assist and cooperate in the defense thereof.

Notice and Defense of Third Party Claims. If (a) In the event any Proceeding shall be action, suit or proceeding is brought or asserted under this Article V by a third party against an indemnified party or any successor thereto (the "Indemnified Person") in respect of which indemnity may be sought under this Article V from an indemnifying person or any successor thereto (the "Indemnifying Person"), the Indemnified Person shall undertake the defense, compromise or settlement of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, with respect to which an Indemnifying Person may have liability under Section 6.2, the action, suit or proceeding shall, upon the written agreement of the Indemnifying Person that it is obligated with respect to such action, suit or proceeding, be defended (including all proceedings on appeal or for review which counsel for the defendant shall deem appropriate) and, unless otherwise provided below, controlled by such Indemnifying Person. The Indemnified Persons shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Persons, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Person in connection with the defense of such action, suit or proceeding, (ii) the Indemnifying Person shall assume fail actively and pay all feesdiligently to defend such action, costs and expenses relating to suit or associated with proceeding, or (iii) the Indemnified Person's defense thereof, including all fees and costs of counsel and Persons shall have reasonably concluded that there may be one or more legal or equitable defenses available to the payment of all costs and expenses in connection therewith. The Indemnified Person shall give prompt written notice of such Proceeding Persons which are different from or additional to those available to the Indemnifying Person; provided, that in any delay or failure to so notify of which events the Indemnifying Person shall relieve not have the Indemnifying Person of its obligations hereunder only right to direct the extent, if at all, that the Indemnifying Person is materially prejudiced by reason defense of such delay action, suit or failure. Actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article V. In connection with proceeding on behalf of the Indemnified Person's defense Persons and that portion of any such Proceeding, fees and expenses of counsel related to matters covered by the Indemnifying Person shall, reasonably indemnity agreement and in good faith, assist and cooperate in the defense thereof.contained in

Notice and Defense of Third Party Claims. If any Proceeding The obligations and Liabilities of an Indemnifying Person with respect to Losses resulting from the assertion of Liability by third parties (each, a "Third-Party Claim") shall be brought subject to the following terms and conditions: (a) The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of any Third-Party Claim which might give rise to any Loss by the Indemnified Persons, stating the nature and basis of such Third-Party Claim and the amount thereof to the extent known. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third-Party Claim, including, but not limited to, any summons, complaint or asserted under this Article V against an indemnified party other pleading which may have been served, any written demand or any successor thereto other document or instrument. (b) If the "Indemnified Person") Indemnifying Persons shall acknowledge in respect of which indemnity may be sought under this Article V from an indemnifying person or any successor thereto (the "Indemnifying Person"), a writing delivered to the Indemnified Person Persons that the Indemnifying Persons shall undertake be obligated under the defenseterms of their indemnification obligations hereunder in connection with such Third-Party Claim, compromise or settlement then the Indemnifying Persons shall have the right to assume the defense of such Proceeding with any Third-Party Claim at their own expense and by their own counsel, which counsel reasonably shall be satisfactory to the Indemnified Person, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Indemnified Person's defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall give prompt written notice of such Proceeding to the Indemnifying PersonPersons; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at allhowever, that the Indemnifying Person is materially prejudiced by reason Persons shall not have the right to assume the defense of any Third-Party Claim, notwithstanding the giving of such delay written acknowledgment, if (i) the Indemnified Persons shall have one or failure. Actual more legal or threatened action by a Governmental Authority equitable defenses available to them which are different from or other Person is not a condition or prerequisite in addition to those available to the Indemnifying Person's obligations Persons, and, in the opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or Proceeding is reasonably likely to have an effect on any other matter beyond the scope of the indemnification obligation of the Indemnifying Persons or (iii) the Indemnifying Persons shall not have assumed the defense of the Third-Party Claim within 30 days. (c) If the Indemnifying Persons shall assume the defense of a Third-Party Claim (under this Article V. In circumstances in which the proviso to Section 8.3(b) is not applicable), the Indemnifying Persons shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Persons in connection with the Indemnified Person's defense thereof. If the Indemnifying Persons do not exercise their right to assume the defense of any such Proceedinga Third-Party Claim by giving the written acknowledgement referred to in Section 8.3(b), or are otherwise restricted from so assuming by the proviso to Section 8.3(b), the Indemnifying Person shallPersons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense; and in any such case, the Indemnified Persons may assume the defense of the Third-Party Claim, with counsel which shall be satisfactory to the Indemnifying Persons, and shall act reasonably and in accordance with their good faithfaith business judgment and shall not effect any settlement without the consent of the Indemnifying Persons, assist and cooperate in which consent shall not unreasonably be withheld or delayed. (d) If the Indemnifying Persons exercise their right to assume the defense thereofof a Third-Party Claim, they shall not make any settlement of any claims without obtaining in connection therewith a full release of the Indemnified Persons, in form and substance satisfactory to the Indemnified Persons.

Notice and Defense of Third Party Claims. If any Proceeding shall be brought or asserted under this Article V against an indemnified party or any successor thereto (the "“Indemnified Person"”) in respect of which indemnity may be sought under this Article V Section 6.8 from an indemnifying person or any successor thereto (the "“Indemnifying Person"”), the Indemnified Person Parent shall undertake the defense, compromise or settlement of such Proceeding with counsel reasonably satisfactory to the Indemnified PersonEFS Shareholders, and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Indemnified Person's Parent’s defense thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. The Indemnified Person shall give prompt written notice of such Proceeding to the Indemnifying Person; provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligations hereunder only to the extent, if at all, that the Indemnifying Person is materially prejudiced by reason of such delay or failure. Actual or threatened action by a Governmental Authority or other any Person is not a condition or prerequisite to the Indemnifying Person's ’s obligations under this Article V. Section 6.8. In connection with the Indemnified Person's ’s defense of any such Proceeding, the Indemnifying Person shall, reasonably and in good faith, assist and cooperate in the defense thereof.