Common use of Notice; Defense of Claims Clause in Contracts

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each If a claim is to be made by a party entitled to this Agreement indemnification hereunder, the party entitled to such indemnification shall give prompt written notice to the other indemnifying party or parties immediately after the party entitled to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and becomes aware of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter fact, condition or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter event which may give rise to an a matter for which indemnification claim may be sought; provided that the failure of any indemnified party to give timely notice shall not affect the rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, and if the indemnifying party shall acknowledge in writing to the indemnified party to collect such claims from that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit, action or claim, then the indemnifying party shall be entitled, if it so long as elects, to take control of the defense and investigation of such failure lawsuit or action and to so notify does not materially adversely affect employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's ability to defend cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such claim against a third party. No indemnifying party, attorneys in the investigation, trial and defense of such lawsuit or action and any claim or litigation shallappeal arising therefrom; provided, except with however, that the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound may, at its own cost, participate in the investigation, trial and which judgment defense of such lawsuit or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationaction and any appeal arising therefrom.

Notice; Defense of Claims. Each (a) A party to this Agreement claiming indemnification under Section 7 or Section 8 hereunder (the "Indemnified Party") shall give prompt written notice to the other party or parties obligated to this Agreement under indemnify of each claim for indemnification hereunder (the "Indemnifying Party"), specifying the amount and nature of the claim, claims and of any matter which in the opinion of the Indemnified Party is likely to give rise to an indemnification claim. Each party Failure to this Agreement has give notice of a matter which may give rise to an indemnified claim shall not affect the rights of the Indemnified Party to collect such claim from the Indemnifying Party or any transferee in liquidation, except to the extent the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to participate control the defense of any third-party claim, action or proceeding giving rise to a claim for indemnification at its own expense in the defense of any such matter or its settlement, or . The Indemnified Party and the indemnified party Indemnifying Party agree to render to each other assistance as they may direct reasonably require of each other in order to ensure the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the proper and adequate defense of any claim such claims, action or litigation shallproceeding. In connection with any such claims, except with the consent of an indemnified partyaction or proceeding, which consent no Indemnifying Party shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof without the giving by prior written consent of the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationIndemnified Party.

Notice; Defense of Claims. Each party to of this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, claim and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at his or its own expense in the defense of any such matter or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter matters so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims claim from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ’s ability to defend such claim against a the third party. No indemnifying party, in the defense of any claim or litigation litigation, shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in and respect to such claim or litigation.

Notice; Defense of Claims. Each party to this Agreement The parties shall give prompt written notice to the each other party or parties to this Agreement under of each claim for indemnification hereunder hereunder, specifying the amount and nature of the claim, and of any matter which in the opinion of such party is likely to give rise to an indemnification claim. Each If the party who is indemnifying the other acknowledges in writing that it is so indemnifying the other, the indemnifying party shall have the right, at its own expense and with counsel of its choice, to this Agreement has take over the defense of such matter so long as such defense is expeditious. Notwithstanding the foregoing, (i) each party shall have the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification and (ii) no claim shall not affect be settled without the rights consent of the indemnified party if in the reasonable opinion of such party its financial condition or business would be materially impaired thereby. The failure by either party to collect such claims from notify the other of a claim for indemnification hereunder shall not relieve the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of from any claim or litigation shallobligation that it may have hereunder, except with to the consent of an extent that it has been prejudiced in any material respect by such failure, or from any obligation or liability that it may otherwise have to the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ’s ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnified indemnifying party may direct the indemnifying party to take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as except to the extent such failure to so notify does not materially adversely affect affects the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under of each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each The indemnifying party to this Agreement has the right to participate control, at its own expense in expense, the defense of any such matter or its settlement, or the indemnified party may direct the . The indemnifying party will use its reasonable efforts to take over the defense reach an expeditious resolution of any such matter so long as such defense is expeditiousmatter. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation litigation, shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each party to this Agreement that is indemnified shall (i) give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature Indemnifying Party upon receiving notice of the claimclaims, suits or proceedings and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has (ii) have the right to participate at retain counsel of its own expense in choice to represent it with the defense prior written approval of any such matter the Indemnifying Party, which shall not be unreasonably withheld or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditiousdelayed. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party Indemnified Party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's Indemnifying Party’s ability to defend such claim against a third party. No indemnifying party, in The Indemnifying Party shall assume the defense of any claim or litigation shall, except with and settlement for the Indemnified Parties. Without the prior written consent of an indemnified partythe Indemnified Parties, which consent shall not be unreasonably withheld or delayed, the Indemnifying Party shall not, settle or compromise any claim, or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include consent (i) includes, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party the Indemnified Parties of a an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to such claim any of the Indemnified Parties or litigationan adverse statement with respect to the character, professionalism, expertise or reputation of any of the Indemnified Parties or any action or inaction of any of the Indemnified Parties.

Notice; Defense of Claims. Each party to this Agreement shall give ---------------------------- prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at his or its own expense in the defense of any such matter or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as such failure to so notify does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment PURCHASE & SALE AGREEMENT DTS8 COFFEE 31-01-2012 - 20 or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each If a claim is to be made by a party entitled to this Agreement indemnification hereunder, the party entitled to such indemnification shall give prompt written notice to the other indemnifying party or parties immediately after the party entitled to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and becomes aware of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter fact, condition or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter event which may give rise to an a matter for which indemnification claim may be sought; provided that the failure of any indemnified party to give timely notice shall not affect the rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, and if the indemnifying party shall acknowledge in writing to the indemnified party to collect such claims from that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit, action or claim, then the indemnifying party shall be entitled, if it or they so long as elects, to take control of the defense and investigation of such failure lawsuit or action and to so notify does not materially adversely affect employ and engage attorneys of its or their own choice to handle and defend the same, at the indemnifying party's ability to defend cost, risk and expense provided that the indemnifying party and its or their counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such claim against a third party. No indemnifying party, attorneys in the investigation, trial and defense of such lawsuit or action and any claim or litigation shallappeal arising therefrom; provided, except with however, that the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound may, at its or their own cost, participate in the investigation, trial and which judgment defense of such lawsuit or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationaction and any appeal arising therefrom.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnified indemnifying party may direct the indemnifying party to take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party so long as except to the extent such failure to so notify does not materially DIGITALTOWN- REZSOURCE STOCK PURCHASE AGREEMENT - 22 adversely affect affects the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Notice; Defense of Claims. Each If a claim is to be made by a party entitled to this Agreement indemnification hereunder, the party entitled to such indemnification shall give prompt written notice to the other indemnifying party or parties immediately after the party entitled to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and becomes aware of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter fact, condition or its settlement, or the indemnified party may direct the indemnifying party to take over the defense of such matter so long as such defense is expeditious. Failure to give timely notice of a matter event which may give rise to an a matter for which indemnification claim may be sought; provided that the failure of any indemnified party to give timely notice shall not affect the rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, and if the indemnifying party shall acknowledge in writing to the indemnified party to collect such claims from that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit, action or claim, then the indemnifying party shall be entitled, if it or she so long as elects, to take control of the defense and investigation of such failure lawsuit or action and to so notify does not materially adversely affect employ and engage attorneys of its or her own choice to handle and defend the same, at the indemnifying party's ability to defend cost, risk and expense provided that the indemnifying party and its or her counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such claim against a third party. No indemnifying party, attorneys in the investigation, trial and defense of such lawsuit or action and any claim or litigation shallappeal arising therefrom; provided, except with however, that the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound may, at its or her own cost, participate in the investigation, trial and which judgment defense of such lawsuit or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationaction and any appeal arising therefrom.