Common use of Notice of and Right to Defend Third Party Claims Clause in Contracts

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any Claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.2, the party seeking indemnification (the "Indemnitee") shall give notice in writing to the party from whom indemnification is sought (the "Indemnitor"). The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheld. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations), the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any Claim claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.210.1, the party seeking indemnification (the "Indemnitee") shall give notice in writing to the party from whom indemnification is sought (the "Indemnitor"). The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claimclaim, to assume the defense or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheld. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations), the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any Claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.210.1 or 10.2, the party seeking indemnification (the "“Indemnitee"”) shall give notice in writing to the party from whom indemnification is sought (the "“Indemnitor"”). The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's ’s written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense or conduct the settlement thereofthereof with legal counsel reasonably acceptable to the Indemnitee; provided that the Indemnitor will not be entitled to assume such defense or conduct such settlement if the claimant seeks a remedy other than the payment of money damages or if the Claim relates to a Franchise. Anything herein to the contrary notwithstanding, the Indemnitor shall not be entitled to settle any such suit, action or proceeding without the Indemnitee's ’s consent, which consent may be withheld in the Indemnitee’s sole discretion if such settlement would impose a monetary obligation on the Indemnitee or if compliance with such settlement would require the Indemnitee to expend more than a nominal amount, and in any other event shall not be not unreasonably withheld. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations), the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee to employ separate counsel in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate (at the Indemnitor’s expense) with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's ’s control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any Claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.210.1 or 10.2, the party seeking indemnification (the "Indemnitee") shall give notice in writing to the party from whom indemnification is sought (the "Indemnitor"). The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense or conduct the settlement thereofthereof with legal counsel reasonably acceptable to the Indemnitee; provided that the Indemnitor will not be entitled to assume such defense or conduct such settlement if the claimant seeks a remedy other than the payment of money damages or if the Claim relates to a Franchise. Anything herein to the contrary notwithstanding, the Indemnitor shall not be entitled to settle any such suit, action or proceeding without the Indemnitee's consent, which consent may be withheld in the Indemnitee's sole discretion if such settlement would impose a monetary obligation on the Indemnitee or if compliance with such settlement would require the Indemnitee to expend more than a nominal amount, and in any other event shall not be not unreasonably withheld. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations), the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee to employ separate counsel in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate (at the Indemnitor's expense) with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any Claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.2, the party seeking indemnification (the "Indemnitee") shall give notice in writing to the party from whom indemnification is sought (the "Indemnitor"). The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheld. After notice from the Indemnitor to the Indemnitee of its election so to assume toassume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations), the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any a Claim Notice or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.2, the party seeking indemnification (the "Indemnitee") Indemnitee with respect to such Claim shall give notice in writing to the party from whom indemnification is sought (the "Indemnitor")Indemnitor with respect thereto. The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, except to the extent such Indemnitor has been prejudiced by such omission. In case any Claim claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheld, unless the sole relief provided is monetary damages. After notice from the Indemnitor to the Indemnitee of its election to so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations)thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt of notice of any Claim claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.210.2, the party seeking indemnification (the "Indemnitee") shall give notice in writing to the party from whom indemnification is sought (the "Indemnitor"). The omission by such Indemnitee to so notify promptly such Indemnitor of any such Claim claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claimclaim, to assume the defense or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheld. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations), the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably cooperate with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. (a) If any lawsuit or enforcement Action is filed against any Party entitled to the benefit of indemnity hereunder which may give rise to a Claim (a “Third-Party Claim”), written notice thereof will be given by the Indemnitee to the Indemnitor as promptly as practicable. Promptly upon after delivery of written notice of a Third-Party Claim and for a period of 30 days thereafter, the Indemnitee will provide, during normal business hours, reasonable access to information readily available to the Indemnitee with respect to such Third-Party Claim and to personnel of Indemnitee with information related to such Third-Party Claim for the purpose of providing assistance to the Indemnitor in determining whether or not to assume the defense of such Third-Party Claim. If the Indemnitor sends a notice in writing to the Indemnitee within 30 days after receipt of notice a Third-Party Claim confirming the Indemnitor assumes responsibility to indemnify and hold harmless the Indemnitee therefor, the Indemnitor may (subject to the limitations set forth in this Article VIII) elect assume control over the compromise or defense of such Third-Party Claim at the expense of the Indemnitor and by counsel selected by the Indemnitor, which counsel will be reasonably satisfactory to the Indemnitee; provided, however, that (i) the Indemnitee may, if such Indemnitee so desires, employ counsel at such Indemnitee’s own expense to assist in the handling (but not control the defense) of any Third-Party Claim, (ii) the Indemnitor will keep the Indemnitee advised of all material events with respect to any Third-Party Claim, (iii) the Indemnitor will obtain the prior written approval of the Indemnitor before ceasing to defend against any Third-Party Claim or entering into any settlement, adjustment or compromise of such Third-Party Claim involving injunctive or similar equitable relief being asserted against any Indemnitee or any of its Affiliates, and (iv) no Indemnitor will, without the commencement prior written consent of the Indemnitee, settle, compromise or consent to the entry of any suit, action judgment in any pending or proceeding by a third party threatened Claim in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.2hereunder (whether or not any such Indemnitee is a party to such action) if, the party seeking indemnification (the "Indemnitee") shall give notice in writing with respect to the settlement, compromise, or consent to the entry of judgment (A) such settlement, compromise, or consent involves the payment of damages other than the payment of monetary damages by the Indemnitor, (B) the claimant does not provide an unqualified release of the Indemnitee from all Liability in respect of such Third-Party Claim, (C) such settlement, compromise, or consent encumbers any of the material assets of the Indemnitee or imposes any restriction or condition that would apply to or materially affect the Indemnitee or the conduct of the Indemnitee's business, or (D) such settlement, compromise or consent involves any admission of liability or wrongdoing by the Indemnitee or any of its Affiliates. If the Indemnitee does not consent to a settlement of a Third-Party Claim offered by the third party from whom indemnification and to which the Indemnitor agrees, then the Indemnitor’s obligation to indemnify Losses for the Claim is sought (limited to the "Indemnitor")amount of the settlement offer. The omission by such Indemnitee to so notify promptly such Indemnitor other Party will cooperate with the Party assuming the defense, compromise or settlement of any such Claim or action shall not relieve in accordance with this Agreement in any manner that such Indemnitor from any liability which it may have to such Indemnitee in connection therewith. In case any Claim shall be asserted or any suit, action or proceeding commenced against an Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent Party that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume assumes the defense or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheldreasonably may request. After notice from the Indemnitor to the Indemnitee of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations)thereof, the Indemnitor will not be liable to the Indemnitee for any costs or legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such noticenotice (including the cost of any settlement entered into by Indemnitee without Indemnitor’s express written consent). The If an Indemnitor does not elect to assume the defense, conduct or settlement of a Third-Party Claim as set forth in this Section 8.5(a) and the Indemnitee is entitled to indemnification pursuant to this Article VIII, then the Indemnitor will be liable for any costs of legal or other expenses incurred by the Indemnitee. In connection with any defense of any Third-Party Claim (whether by the Indemnitors or the Indemnitees), all of the Parties will, and will cause their respective Affiliates and Representatives to, reasonably cooperate with the Indemnitor each other in connection with any such claim assumed by the Indemnitor Third-Party Claim to make available to the Indemnitor each other all Persons and all pertinent information under the Indemnitee's their respective control. (b) Notwithstanding anything contained herein to the contrary, the Indemnitor will not be entitled to have sole control over (and if it so desires, the Indemnitee will have sole control over) the defense, settlement, adjustment or compromise of (but the Indemnitor will nevertheless be required to pay all Losses incurred by the Indemnitee in connection with such defense, settlement or compromise to the extent the Indemnitor has assumed the defense or the Indemnitee is otherwise entitled to indemnification hereunder) (i) any Third Party Claim that seeks an order, injunction or other equitable relief against any Indemnitee or any of its Affiliates, (ii) any Third-Party Claim in which both the Indemnitor and the Indemnitee are named as parties and either the Indemnitor or the Indemnitee determines upon the advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party, and (iii) any Third-Party Claim relating to Taxes relating to the Business for periods, or portions thereof, after the Closing Date. (c) If the Indemnitor elects not to assume the defense, settlement, adjustment or compromise of an asserted Liability, fails to timely and properly notify the Indemnitee of its election as herein provided, or, at any time after assuming such defense, fails to diligently defend against such Third-Party Claim in good faith, fails to have sufficient financial resources to pay the full amount of such potential Liability in connection with such Third-Party Claim or if the Indemnitee is otherwise entitled pursuant to this Agreement to have control over the defense, settlement or compromise of any Claim, the Indemnitee may, at the Indemnitor’s expense (but only to the extent the Indemnitee is entitled to indemnification hereunder), pay, defend, settle, adjust or compromise such asserted Liability (but the Indemnitor will nevertheless be required to pay all Losses incurred by the Indemnitee in connection with such payment, defense, settlement, adjustment or compromise to the extent set forth in this Article VIII).

Notice of and Right to Defend Third Party Claims. Promptly Promptly, upon receipt of notice of any Claim claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity indemnification agreement contained in Section 9.2this Article VII, the party seeking indemnification (the "Indemnitee") Indemnitee shall give notice in writing to the party from whom indemnification Indemnitor. Except to the extent that the Indemnitor is sought (prejudiced thereby, the "Indemnitor"). The omission by such of the Indemnitee so to so notify promptly such the Indemnitor of any such Claim claim or action shall not relieve such the Indemnitor from any liability which it may have to such the Indemnitee in connection therewith. In case any Claim claim shall be asserted or any suit, action or proceeding commenced against an the Indemnitee, the Indemnitor will be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense defense, conduct or conduct the settlement thereof. Anything herein to the contrary notwithstanding, Indemnitor shall not be entitled to settle any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheld. After notice from the Indemnitor Indemnitee to the Indemnitee Indemnitor of its election so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations)thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such noticethereof. The Indemnitee will reasonably cooperate with the Indemnitor in connection with any such claim assumed by the Indemnitor to make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's control.

Notice of and Right to Defend Third Party Claims. Promptly upon receipt becoming aware of notice of any Claim or the commencement of any suit, action or proceeding by a third party in respect of which indemnification may be sought on account of an indemnity agreement contained in Section 9.2under this Article XI, the party seeking indemnification (the "Indemnitee") Indemnitee shall give provide notice in writing to the party from whom indemnification is sought (the "Indemnitor")Indemnitor with respect thereto pursuant to Section 11.3. The omission failure by such Indemnitee to so notify promptly such Indemnitor of any claim with respect to such Claim suit, action or action proceeding shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, except to the extent such Indemnitor has been prejudiced by such omission. In case If a Claim Notice is given in connection with any Claim shall be asserted or any such suit, action or proceeding commenced against an Indemnitee, the Indemnitor will shall be entitled to participate therein, and, to the extent that it may wish, subject to Indemnitor's written confirmation of its indemnity obligations hereunder with respect to such Claim, to assume the defense or conduct the settlement thereof; provided, however, that the Shareholders shall have no right to assume the defense or conduct the settlement of any suit, action or proceeding if the amount claimed by the plaintiff(s) therein, as alleged in the complaint or any amended complaint or as determined by any Cirrus Indemnitee in good faith after seeking advice of counsel exceeds the amount then remaining in the Indemnity Fund. Anything herein The Shareholders' Representative may, at no expense to the contrary notwithstandingCirrus Indemnittees or the Company, Indemnitor shall not be entitled continue to settle observe the defense or settlement of any such suit, action or proceeding without Indemnitee's consent, which consent shall be not unreasonably withheldproceeding. After notice from the Indemnitor to the Indemnitee of its election to so to assume the defense, conduct or settlement thereof (along with its written confirmation of its indemnity obligations)thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof following such notice. The Indemnitee will reasonably shall cooperate in all reasonable aspects with the Indemnitor in connection with any such claim assumed by the Indemnitor to and shall make available to the Indemnitor all Persons and all pertinent information under the Indemnitee's controlcontrol that is pertinent to the claim.