Common use of Notice and Defense Clause in Contracts

Notice and Defense. The Purchaser shall notify the Stockholder of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder shall respond in writing as to whether Stockholder will engage counsel at Stockholder's expense to defend the claim. If Stockholder does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the Stockholder's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the Stockholder; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the Stockholder.

Notice and Defense. The Purchaser If at any time, the Indemnitee shall notify the Stockholder receive notice of any asserted liabilitylosses, damage, loss liabilities or expense damages claimed to give rise to indemnification hereunder hereunder, the Indemnitee shall promptly give a Claims Notice to the Indemnitor. The Claims Notice shall set forth a brief description of the facts and circumstances giving rise to such claim for indemnification, and, if known, the Stockholder amount of the losses, liabilities or damages that have been or may be suffered by the Indemnitee. Thereafter, the Indemnitor shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder shall respond in writing as to whether Stockholder will engage counsel at Stockholder's expense to defend the claim. If Stockholder does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise settle or defend any such matter at the StockholderIndemnitor's sole cost and expense through counsel chosen by the Purchaser Indemnitor and reasonably acceptable to approved by the StockholderIndemnitee (which approval shall not unreasonably be withheld); provided, however, that any such compromise settlement or defense shall be conducted in a manner which is reasonable and not contrary to the Stockholder Indemnitee's interests and the Indemnitee shall in all events have a right to reasonably veto any such compromise non-monetary settlement or any defense which might would jeopardize in any material respect any assets or business of the Indemnitee or any of its affiliates or increase the potential liability of, or create a new liability for, the Stockholder (other than under Section 9.1)Indemnitee or any of its affiliates and provided further that the Indemnitor shall in all events indemnify the Indemnitee and its affiliates against any damage resulting from the manner in which such matter is settled or defended including any failure to pay any such claim which such litigation is pending. If the Indemnitee unreasonably vetoes any settlement or defense, the Indemnitee shall be deemed to have waived any right against the Indemnitor with respect to such matter. In the event that the Indemnitor does so undertake to settle and defend a claim, the Indemnitor shall notify the Indemnitee of its intention to do so. Even if the Indemnitor undertakes to settle or defend a claim, the Indemnitee shall have the right to settle any matter for which a claim for indemnification has been made hereunder upon notice to the Indemnitor and by waiving any right against Indemnitor with respect to such matter. Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise settlement of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the Stockholder.

Notice and Defense. The Purchaser shall notify the Stockholder ------------------ Stockholders of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder Stockholders shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) 10 days of receipt of such notice, Stockholder Stockholders shall respond in writing as to whether Stockholder Stockholders will engage counsel at Stockholder's Stockholders' expense to defend the claim. If Stockholder does Stockholders do not respond, or affirmatively declines decline to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the Stockholder's Stockholders' sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the StockholderStockholders; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder Stockholders shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder Stockholders (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-non defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which any of the Stockholder Stockholders has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, may (if such Stockholder it is then an employee holding any of Purchasersuch Stockholder's Purchaser Common Stock) offset the amount of the Stockholder's liability on the claim paid against any compensation payable the shares of such Purchaser Common Stock retained by Purchaser, canceling that number of shares that then have a fair market value equal to the Stockholderamount paid (for purposes of this section, fair market value shall mean the closing price of the stock as reported by the Wall Street Journal for the trading date immediately preceding the day reimbursement from the Stockholder is due). For purposes of determining the stockholder's liability for a shortfall in 1998 net earnings under the covenant of Section 4.6, each stockholder's liability shall equal the product of multiplying their respective percentage interest shown in Schedule 1.2 times 35/60ths times the total amount by which $600,000 exceeds actual net earnings, but in no event shall any stockholders' liability pursuant to Section 4.6 exceed the value of the shares held by Purchaser at the time the liability is determined.

Notice and Defense. The Purchaser shall promptly notify the ------------------ Stockholder of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder shall respond in writing as to whether Stockholder will engage counsel at Stockholder's expense to defend the claim. If Stockholder does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the Stockholder's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the Stockholder; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-non- defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the Stockholder. The Stockholder may tender shares of the Purchaser's Common Stock to Purchaser as a manner of paying an indemnity liability, receiving credit for the market value thereof, market value being calculated using the average of the closing prices reported in the Wall Street Journal for each of the fifteen (15) trading days ending on the day before delivery of the shares.

Notice and Defense. The Purchaser shall notify the Stockholder OF THIRD-PARTY CLAIMS Promptly after becoming aware of any asserted liabilityThird-Party Claim that any Principal Share- holder has reason to believe may result in an Indemnity Claim and a claim for con- tribution pursuant to this Agreement, damage, loss or expense claimed such Principal Shareholder shall give notice thereof to give rise to indemnification hereunder each other Shareholder and Seller setting forth in reasonable detail the Stockholder shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt nature of such noticeaction or claim for Damages, Stockholder shall respond in writing as to whether Stockholder will engage counsel at Stockholder's expense to defend the claim. If Stockholder does not respond, including copies of any written corre- spondence relating thereto that such Principal Shareholder has sent or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the Stockholder's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the Stockholderreceived; providedpro- vided, however, that the failure to provide such notice shall not be actionable by, or provide an affirmative defense in favor of, any party entitled to receive such notice, unless such failure actually prejudices such party. The Retiring Shareholder shall assume and control the defense with respect to any such compromise Indemnity Claim or action with counsel to be chosen by him. The Significant Shareholder and the Minority Shareholders hereby constitute and appoint for such purpose the Retiring Shareholder as their representative and true and lawful attorney in fact, with full power to act in their respective names and on their respective behalves to take all measures, to do such acts and to execute such documents as may be nec- xxxxxx or desirable to give full and complete effect to the foregoing mandate with which the Retiring Shareholder is hereby charged. All acts and decisions of the Re- tiring Shareholder in respect of the defense as aforesaid of any such claim shall be final and binding upon the Principal Shareholders and the Minority Shareholders. The reasonable costs and expenses, including legal fees and disbursements, in- curred in connection with such defense shall be conducted in a manner which is reasonable allocated among and borne by the Stockholder parties hereto based upon their respective Pro Rata Share. The Significant Shareholder and any Minority Shareholder shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor participate in such defense through the appointment, at its or his own cost and their respective expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the Stockholder.

Notice and Defense. The Purchaser shall notify the Stockholder Seller of ------------------ any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder Seller shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder Seller shall respond in writing as to whether Stockholder Seller will engage counsel at StockholderSeller's expense to defend the claim. If Stockholder Seller does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the StockholderSeller's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the StockholderSeller; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder Seller shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder Seller (other than under Section 9.110.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder Seller has indemnity liability under this Section 910, and which the Stockholder Seller does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the Stockholder.

Notice and Defense. The Purchaser shall notify the Stockholder of any ------------------ asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. , Within ten (10) days of receipt of such notice, Stockholder shall respond in writing as to whether Stockholder will engage counsel at Stockholder's expense to defend the claim. If Stockholder does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the Stockholder's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the Stockholder; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's Stockholders liability on the claim paid against any compensation payable to the Stockholder.

Notice and Defense. The Purchaser Seller shall notify the Stockholder Purchaser of ------------------ any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder Purchaser shall have an initial right to defend, compromise and settle such matter provided that the Purchaser Seller is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder Purchaser shall respond in writing as to whether Stockholder Purchaser will engage counsel at StockholderPurchaser's expense to defend the claim. If Stockholder Purchaser does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser Seller shall then have, at its election, the right to compromise or defend any such matter at the StockholderPurchaser's sole cost and expense through counsel chosen by the Purchaser Seller and reasonably acceptable to the StockholderPurchaser; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder Purchaser shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder Purchaser (other than under Section 9.110.3). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser Seller for which the Stockholder Purchaser has indemnity liability under this Section 910, and which the Stockholder Purchaser does not reimburse Purchaser Seller within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the StockholderSeller.

Notice and Defense. The Purchaser shall notify the Stockholder Owner of any ------------------ asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder Owner shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder Owner shall respond in writing as to whether Stockholder Owner will engage counsel at StockholderOwner's expense to defend the claim. If Stockholder Owner does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the StockholderOwner's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the StockholderOwner; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder Owner shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder Owner (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder Owner has indemnity liability under this Section 9, and which the Stockholder Owner does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder Owner is then an employee of Purchaser) offset the amount of the StockholderOwner's liability on the claim paid against any compensation payable to the StockholderOwner.

Notice and Defense. The Purchaser shall promptly notify the ------------------ Stockholder of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and the Stockholder shall have an initial right to defend, compromise and settle such matter provided that the Purchaser is fully protected from any liability, loss damage, cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Stockholder shall respond in writing as to whether Stockholder will engage counsel at Stockholder's expense to defend the claim. If Stockholder does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the Purchaser shall then have, at its election, the right to compromise or defend any such matter at the Stockholder's sole cost and expense through counsel chosen by the Purchaser and reasonably acceptable to the Stockholder; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Stockholder shall in all events have a right to veto any such compromise or defense which might increase the potential liability of, or create a new liability for, the Stockholder (other than under Section 9.1). Each party agrees in all cases to cooperate with the defending party and its or his counsel in the compromise of or defending of any such liabilities or claims. In addition, the non-defending party shall at all times be entitled to monitor such defense through the appointment, at its or his own cost and expense, of advisory counsel of its own choosing. As to any claim paid by the Purchaser for which the Stockholder has indemnity liability under this Section 9, and which the Stockholder does not reimburse Purchaser within five (5) days following demand for reimbursement by Purchaser, Purchaser may, in addition to any other remedies, (if such Stockholder is then an employee of Purchaser) offset the amount of the Stockholder's liability on the claim paid against any compensation payable to the Stockholder. The Stockholder may tender shares of the Purchaser's Common Stock to Purchaser as a manner of paying an indemnity liability, receiving credit for the market value thereof, market value being calculated using the average of the closing prices reported in the Wall Street Journal for each of the fifteen (15) trading days ending on the day before delivery of the shares.