Common use of Notice; Defense Clause in Contracts

Notice; Defense. Upon discovery of any breach or claim hereunder or upon receipt of any notice of any claim or suit subject to indemnification under Section 19.2.1 or 19.2.2 above, the party seeking indemnification (“Indemnified Party”) shall promptly give notice thereof (and in no event later than thirty days after receipt of actual notice thereof) to the party or parties from whom indemnification is sought (“Indemnifying Party”) at the notice address pursuant to Article 20 stating in reasonable detail the representation, warranty or other claims with respect to which indemnity is demanded, the facts or alleged facts giving rise thereto, and the amount of liability or asserted liability with respect to which indemnity is sought, and in the case of a claim asserted against the party seeking indemnity, the Indemnified Party shall thereafter tender to the Indemnifying Party the defense of such claims at the sole cost and expense of the Indemnifying Party. Despite such a tender of defense, the party seeking indemnification shall in any case have a right to participate in the defense of any such tendered claim or suit; provided that such participation shall be at such party’s sole cost and expense after the Indemnifying Party has accepted such tender of defense, and that the Indemnifying Party shall have control of the defense. In the event that the Indemnifying Party does not promptly and affirmatively accept such tender of defense of any claim or suit, then the Indemnifying Party shall thereafter additionally become liable for all costs incurred by the party seeking indemnification (including reasonable attorneys’ fees) in enforcing such indemnification claim and/or defending against such claim or suit which is subject to indemnification. No party which is entitled to indemnification under Section 19.2.1 or 19.2.2 shall settle or compromise any such third party claim without the prior written consent of the party from which it seeks or may seek indemnification, which consent shall not be unreasonably withheld. The Indemnifying Party shall not settle the claim or suit without the written consent of the Indemnified Party, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall not be required to give its consent unless the third-party claimant delivers to the Indemnified Party an unconditional release of all liability with respect to the claim or legal proceeding. Any party seeking indemnification under Section 19.2.1 or 19.2.2 shall take all reasonable actions in the defense of third party claims for which indemnification is sought. If notice is not given to the Indemnifying Party as specified, or if any claim or suit be compromised or settled in any manner without the prior written consent (which consent shall not be unreasonably withheld) of the Indemnifying Party, then no liability shall be imposed upon the Indemnifying Party hereunder with respect to such claim.

Notice; Defense. Upon discovery of any breach or claim hereunder or upon receipt of any notice of any claim or suit subject to indemnification under Section 19.2.1 or 19.2.2 6.1 above, the party seeking indemnification Purchaser Indemnified Party or the Company Indemnified Party (each, an “Indemnified Party”) shall promptly give notice thereof (and in no event later than thirty 20 days after receipt of actual any notice thereof) to the indemnifying party or parties from whom indemnification is sought (“Indemnifying Party”) at the notice address pursuant to Article 20 stating in reasonable detail the representationrepresentations, warranty or other claims claim with respect to which indemnity is demanded, the facts or alleged facts giving rise thereto, and the amount of liability or asserted liability with respect to which indemnity is soughtsought and, and in the case of a claim asserted against the party seeking indemnity, the Indemnified Party shall thereafter tender to the Indemnifying Party indemnifying party the defense of such claims claim at the sole cost and expense of the Indemnifying Partyindemnifying party. Despite such a tender of defense, the party seeking indemnification Indemnified Party shall in any case have a right to participate in the defense of any such tendered claim or suit; provided , provided, that such participation shall be at such party’s sole cost and expense after the Indemnifying Party indemnifying party has accepted such tender of defense, and that the Indemnifying Party shall have control of the defense. In the event that the Indemnifying Party indemnifying party does not promptly and affirmatively accept within thirty (30) days thereafter such tender of defense of any claim or suitsuit and thereafter use commercially reasonable efforts to pursue such defense, then the Indemnifying Party indemnifying party shall thereafter additionally become liable for all the reasonable costs incurred by the party seeking indemnification Indemnified Party (including reasonable attorneys’ feesand paralegals’ fees and costs) in enforcing such indemnification claim and/or defending against such claim or suit which is subject to indemnification. No party which is entitled to indemnification under Section 19.2.1 or 19.2.2 shall settle or compromise any such third party claim without the prior written consent of the party from which it seeks or may seek indemnification, which consent shall not be unreasonably withheld. The Indemnifying Party shall not settle the claim or suit without the written consent of the Indemnified Party, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall not be required to give its consent unless the third-party claimant delivers to the Indemnified Party an unconditional release of all liability with respect to the claim or legal proceeding. Any party seeking indemnification under Section 19.2.1 or 19.2.2 shall take all reasonable actions in the defense of third party claims for which indemnification is sought. If notice is not given to the Indemnifying Party as specified, or if any defend such claim or suit be compromised or settled in any manner without the prior written consent (which consent shall not be unreasonably withheld) of the Indemnifying Party, then no liability shall be imposed upon the Indemnifying Party hereunder with respect to such claimgood faith.

Notice; Defense. Upon discovery of any breach or claim hereunder or upon receipt of any notice of any claim or suit subject to indemnification under Section 19.2.1 Sections 8.1 or 19.2.2 above8.2, the party Party seeking indemnification (“"Indemnified Party”") shall promptly give notice thereof (and in no event later than thirty (30) days after receipt of actual any notice thereof) to the party Party (such notice shall be given to the Contributor Representative if addressed to Contributor and/or the Members and to NETE's Chief Financial Officer if addressed to NETE or parties Holdco) from whom indemnification is sought (“"Indemnifying Party”") at the notice address pursuant to Article 20 stating in reasonable detail the representationrepresentations, warranty or other claims claim with respect to which indemnity is demanded, the facts or alleged facts giving rise thereto, and the amount of liability Losses or asserted liability Losses with respect to which indemnity is soughtsought and, and in the case of a claim asserted against the party seeking indemnity, the Indemnified Party shall thereafter tender to Indemnifying Party (Contributor Representative shall act on behalf of the Indemnifying Party of such Indemnifying Party is Contributor and/or the Members) the defense of such claims claim at the sole cost and expense of the Indemnifying Party; provided however, that the failure of Indemnified Party to give such notice shall only affect the rights of the Indemnifying Party under the provisions of this Section 8.3 to the extent that the Indemnifying Party are actually prejudiced by such failure. If the Indemnifying Party has undertaken the defense of a claim and (i) if there is a reasonable expectation that (a) a claim may materially and adversely affect Indemnified Party other than as a result of money damages or other money payments or (b) Indemnified Party may have legal defenses available to it that are different from or additional to the defenses available to any of the Indemnifying Party, or (ii) if the Indemnifying Party shall not have employed counsel reasonably satisfactory to Indemnified Party, Indemnified Party shall nevertheless have the right, at the Indemnifying Party's cost and expense, to defend such claim. Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall only have the right to assume the defense of such claim if the Indemnifying Party post a bond or gives other reasonable assurance that the amount of the applicable claim will be paid. Despite such a tender of defense, the party seeking indemnification Indemnified Party shall in any case have a right to participate in the defense of any such tendered claim or suit; provided that such participation shall be at such party’s Indemnified Party's sole cost and expense after the Indemnifying Party has satisfactorily accepted such tender of defense, and that the Indemnifying Party shall have control of the defense. In the event that the Indemnifying Party does not promptly and affirmatively accept within thirty (30) days thereafter such tender of defense of any claim or suitsuit and thereafter vigorously pursue such defense, then the Indemnifying Party shall thereafter additionally become liable for all costs incurred by the party seeking indemnification Indemnified Party (including reasonable attorneys’ fees' and paralegals' fees and costs) in enforcing such indemnification claim and/or defending against such claim or suit which is subject to indemnification; provided that Indemnified Party shall defend such claim or suit in good faith. No party Party which is entitled to indemnification under Section 19.2.1 or 19.2.2 Sections 8.1 and 8.2 shall settle or compromise any such third party claim without the prior written consent of the party Party or Parties from which whom it seeks or may seek indemnification, which consent shall not be unreasonably withheld. The Indemnifying Party shall may not compromise or settle the any claim or suit without the written consent of the Indemnified Party, which shall not be unreasonably withheld; providedas decided in its sole discretion, however, that the if such compromise or settlement involves any monetary or non-monetary obligation on Indemnified Party shall or does not be required to give its consent unless the third-party claimant delivers to the completely and unequivocally release Indemnified Party an unconditional release of from all liability with respect to the Losses resulting from such claim or legal proceeding. Any party seeking indemnification under Section 19.2.1 or 19.2.2 shall take all reasonable actions in the defense of third party claims for which indemnification is sought. If notice is not given to the Indemnifying Party as specified, or if any claim or suit be compromised or settled in any manner without the prior written consent (which consent shall not be unreasonably withheld) of the Indemnifying Party, then no liability shall be imposed upon the Indemnifying Party hereunder with respect to such claimsuit.

Notice; Defense. Upon discovery Each party hereto entitled to indemnification under this Section 14 (each, an "Indemnified Party") hereby agrees to give the applicable party or parties obligated to indemnify it under this Section 14 (each, an "Indemnifying Party") written notice of any breach event or claim hereunder or upon receipt assertion of which the Indemnified Party obtains knowledge concerning any notice Damage and as to which the Indemnified Party may request indemnification hereunder. The Indemnified Party shall cooperate with the Indemnifying Party in determining the validity of any claim or suit subject to indemnification under Section 19.2.1 or 19.2.2 above, the party seeking indemnification (“Indemnified Party”) shall promptly give notice thereof (assertion requiring indemnity hereunder and in no event later than thirty days after receipt of actual notice thereof) to the party or defending against third parties from whom indemnification is sought (“Indemnifying Party”) at the notice address pursuant to Article 20 stating in reasonable detail the representation, warranty or other claims with respect to which indemnity is demanded, the facts or alleged facts giving rise thereto, and the amount of liability or asserted liability with respect to which indemnity is sought, and in the case of a claim asserted against the party seeking indemnity, the Indemnified Party shall thereafter tender to the Indemnifying Party the same. The defense of such claims at litigation shall be within the sole cost and expense control of the Indemnifying Party, or, as the case may be, any Persons providing indemnity and defense to such Indemnifying Party; provided, however, that an Indemnifying Party's choice of counsel shall be reasonably satisfactory to the Indemnified Party. Despite such a tender of defense, the party seeking indemnification shall in any case have a right to The Indemnified Party may participate in the defense of any such tendered claim or suit; provided that assertion requiring indemnity hereunder, and in such participation event, shall be at such party’s sole cost and expense after the cooperate fully in connection therewith. If an Indemnifying Party has accepted such tender fails to perform its obligations under this Section 14.2, then the Indemnified Party may directly assume the defense of defensethe claim or assertion at issue, and that the such Indemnifying Party shall have control of promptly reimburse the defense. In the event that the Indemnifying Indemnified Party does not promptly and affirmatively accept such tender of defense of any claim or suit, then the Indemnifying Party shall thereafter additionally become liable for all costs and expenses (including, without limitation, attorneys' fees and expenses), incurred in connection therewith. The Indemnified Party's failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any such third-party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the party seeking indemnification (including reasonable attorneys’ fees) in enforcing such indemnification claim and/or defending against such claim or suit which is subject it. Each of CAI, CAHS, CHCM and BCBSNJ hereby agrees not to indemnification. No party which is entitled to indemnification under Section 19.2.1 or 19.2.2 shall settle or compromise any such third third-party suit, claim or proceeding without the prior written consent of the party from which it seeks or may seek indemnificationapplicable Indemnified Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall not settle the claim or suit without the written consent of the Indemnified Partywithheld as to suits, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall not be required to give its consent unless the third-party claimant delivers to the Indemnified Party an unconditional release of all liability with respect to the claim or legal proceeding. Any party seeking indemnification under Section 19.2.1 or 19.2.2 shall take all reasonable actions in the defense of third party claims for which indemnification is sought. If notice is not given to the Indemnifying Party as specified, or if any claim or suit be compromised or settled in any manner without the prior written consent (which consent shall not be unreasonably withheld) of the Indemnifying Party, then no liability shall be imposed upon the Indemnifying Party hereunder with respect to such claimand proceedings at law.

Notice; Defense. Upon discovery In the event of any breach claim, action or claim hereunder or upon receipt of any notice of any claim or suit subject proceeding for which a Person is entitled to indemnification under Section 19.2.1 or 19.2.2 abovehereunder, the party Person seeking indemnification (“Indemnified PartyClaimant”) shall promptly give notice thereof notify the relevant Party (and “Indemnitor”) of any Losses or discovery of facts upon which such Claimant intends to base a request for indemnification under Section 8.1 or 8.2, but in no event later than thirty days after receipt shall the Indemnitor be liable for any Losses that result from any delay in providing such notice. Each such notice must contain a description of actual notice thereof) the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The Claimant shall furnish promptly to the Indemnitor copies of all papers and official documents received in respect of any Losses. Indemnitor shall then promptly assume responsibility for and shall have full control of such matter, including settlement negotiations and any legal proceedings, and shall appoint any legal counsel selected by the Indemnitor, which shall be reasonably acceptable to the Claimant. Claimant shall fully cooperate in Indemnitor’s handling and defense thereof (including by delivering to the Indemnitor all original notices and documents (including court papers) received by the Claimant in connection with the third party claim), provided that Indemnitor shall keep Claimant fully informed of the progress and conduct of any such negotiations or parties from whom indemnification is sought legal proceedings (“Indemnifying Party”which shall include providing copies of all court filings) at and shall not in any settlement or defense of the notice address pursuant same make any admission or otherwise act in such manner as may prejudice the continuing business or reputation of Claimant or rights to Article 20 stating in reasonable detail Exploit the representation, warranty Products without the prior written consent of Claimant (such consent not to be unreasonably withheld or delayed). The Indemnitor shall not be liable for any settlement or other claims with respect disposition of a Loss by the Claimant that is reached without the written consent of the Indemnitor. Regardless of whether the Indemnitor chooses to which indemnity is demandeddefend or prosecute any third party claim, the facts or alleged facts giving rise thereto, and the amount of liability or asserted no Claimant shall admit any liability with respect to which indemnity is soughtto, and in the case of a claim asserted against the party seeking indemnityor settle, the Indemnified Party shall thereafter tender to the Indemnifying Party the defense of such claims at the sole cost and expense of the Indemnifying Party. Despite such a tender of defensecompromise or dispose of, the party seeking indemnification shall in any case have a right to participate in the defense of any such tendered claim or suit; provided that such participation shall be at such party’s sole cost and expense after the Indemnifying Party has accepted such tender of defense, and that the Indemnifying Party shall have control of the defense. In the event that the Indemnifying Party does not promptly and affirmatively accept such tender of defense of any claim or suit, then the Indemnifying Party shall thereafter additionally become liable for all costs incurred by the party seeking indemnification (including reasonable attorneys’ fees) in enforcing such indemnification claim and/or defending against such claim or suit which is subject to indemnification. No party which is entitled to indemnification under Section 19.2.1 or 19.2.2 shall settle or compromise any such third party claim without the prior written consent of the party from which it seeks or may seek indemnification, which consent shall not be unreasonably withheld. The Indemnifying Party shall not settle the claim or suit without the written consent of the Indemnified Party, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall not be required to give its consent unless the third-party claimant delivers to the Indemnified Party an unconditional release of all liability with respect to the claim or legal proceeding. Any party seeking indemnification under Section 19.2.1 or 19.2.2 shall take all reasonable actions in the defense of third party claims for which indemnification is sought. If notice is not given to the Indemnifying Party as specified, or if any claim or suit be compromised or settled in any manner without the prior written consent Indemnitor (which consent shall not be unreasonably withheld) , conditioned or delayed). The assumption of the Indemnifying Partydefense of a third party claim by the Indemnitor shall not be construed as an acknowledgment that the Indemnitor is liable to indemnify the Claimant in respect of the third party claim, then no liability nor shall it constitute a waiver by the Indemnitor of any defenses it may assert against any Claimant’s claim for indemnification. Subject to Section 8.4, if the Indemnitor assumes the defense of a third party claim, the Indemnitor shall not be imposed upon liable to the Indemnifying Party hereunder Claimant for any legal expenses subsequently incurred by such Claimant in connection with the analysis, defense or settlement of the third party claim. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Claimant from and against the third party claim, the Claimant shall reimburse the Indemnitor for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Losses incurred by the Indemnitor in its defense of the third party claim with respect to such claimClaimant.