Common use of Notice of Claim; Defense Clause in Contracts

Notice of Claim; Defense. The Purchaser Indemnities or Sylvan Indemnities, as the case may be (the “Indemnified Party”) shall give Sylvan or the Purchaser, as the case may be (the “Indemnifying Party”) prompt notice of any third-party claim that may give rise to any indemnification obligation under this Section 6, together with the estimated amount of such claim, and the Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party’s expense) of any such claim through counsel of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within 30 days of the first receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If the Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, of records and information reasonably relevant to such third-party claim, and making employees of the Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.

Notice of Claim; Defense. The Purchaser Indemnities (a) If (i) any non-affiliated third party or Sylvan IndemnitiesGovernmental Body institutes, as the case threatens or asserts any Action that may give rise to Losses for which a Party (an “Indemnifying Party”) may be liable for indemnification under this Article XI (the a “Third-Party Claim”) or (ii) any Person entitled to indemnification under this Agreement (an “Indemnified Party”) shall give Sylvan or have Exhibit 2.01 a claim to be indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Purchaser, as the case may be (the “Indemnifying Party”) prompt notice of any third-party claim that may give rise Indemnified Party shall promptly send to any indemnification obligation under this Section 6, together with the estimated amount of such claim, and the Indemnifying Party shall have a written notice specifying the right to assume the defense (at the Indemnifying Party’s expense) nature of any such claim through counsel and to the extent practicable based on then-available information, a good faith estimate of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within 30 days amount of the first receipt by the Indemnifying Party of such notice from the Indemnified Partyall related Losses (a “Claim Notice”); provided, however, that any such counsel shall be reasonably satisfactory the failure to the Indemnified Party. Failure to give provide such notice shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If release the Indemnifying Party chooses from any of its indemnification obligations under this Article XI except to defend the extent that the Indemnifying Party is actually prejudiced by the failure of the Indemnified Parties to provide a timely and adequate Claim Notice. Any Claim Notices in respect of a breach of a representation or prosecute a third-party claimwarranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.1(c)(i) for such representation or warranty; provided that if, prior to such applicable date, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by have notified the Indemnifying PartyParty in accordance with the requirements of this Section 11.2(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article XI notwithstanding the retention, and passing of such applicable date. Nothing in this Agreement shall impose any time limitation on the provision delivery of a Claim Notice in respect of a breach or failure to the Indemnifying Party, perform a covenant or obligation of records and information reasonably relevant to such third-party claim, and making employees of the Indemnified a Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.

Notice of Claim; Defense. The Purchaser Indemnities or Sylvan IndemnitiesScorpio Gold (on behalf of itself, as Scorpio Sub and, if applicable, the case may be other Scorpio Indemnified Persons) on one hand, and Royal Standard (on behalf of itself, Manhattan and, if applicable, on behalf of the “other Royal Standard Indemnified Party”Persons) on the other hand, shall give Sylvan or the Purchaser, as the case may be (the “Indemnifying Party”) each other prompt written notice of any third-party claim Claim that may give rise to any indemnification obligation under this Section 6Article 9, together with the estimated amount of such claimClaim, the method of computation thereof and the basis of such Claim (to the extent known, all with reasonable particularity) and the party potentially subject to indemnifying (the “Indemnifying Party”). The Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party’s its own expense) of any such claim Claim through counsel of the Indemnifying Party’s own its choosing by so notifying the party potentially being indemnified (the “Indemnified Party Party”) in writing within 30 15 days of the first receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall must be reasonably satisfactory to the Indemnified Party and must not have any conflict with respect to such action or Indemnified Party. Failure to give such notice shall will not affect the indemnification obligations hereunder except to the extent of actual prejudice. If the Indemnified Party is a subject of any such Claim or action, and under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnified Party and any Indemnifying Party reasonably exists in respect of such third-party Claim, the Indemnifying Party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained in order to eliminate such conflict. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such third-party Claim, other than during any period in which the Indemnified Party has failed to give notice of the third-party Claim as provided above. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the absence of actual defense thereof and material prejudiceto employ counsel, at its own expense, separate from the Indemnifying Party’s counsel. If the Indemnifying Party chooses to defend or prosecute a third-party claimClaim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall will include, to the extent reasonably requested by the Indemnifying Partyrequested, the retention, and the provision to the Indemnifying Party, Party of records and information reasonably relevant to such third-party claimClaim, and making employees personnel of the Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. If the Indemnifying Party chooses to defend or prosecute any third-party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such third-party Claim that the Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Party and each of its Affiliates from the full amount of liability in connection with such third-party Claim; provided, however, that, the Indemnified Party shall not be required to agree to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Party or any of its Affiliates, or (ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such Claim by each claimant or plaintiff to the Indemnified Party and each of its Affiliates that is the subject of such third-party Claim.

Notice of Claim; Defense. The Purchaser Indemnities (a) A DCC Indemnified Person or Sylvan Indemnitiesa Globe Indemnified Person that desires to seek indemnification under any part of this ARTICLE IX (each, as the case may be (the an “Indemnified PartyPerson”) shall give Sylvan to each party responsible or the Purchaser, as the case may alleged to be responsible for indemnification hereunder (the an “Indemnifying PartyIndemnitor”) prompt notice of any third-party Indemnified Person or Third Party claim that may give rise to any indemnification obligation under this Section 6ARTICLE IX, together with the estimated amount of such claim, and claim (if then estimable); provided that notice shall be deemed to have been given in accordance with the Indemnifying Party shall have foregoing requirement on the right date hereof without any further action by a DCC Indemnified Person or Globe Indemnified Person (as applicable) with respect to assume the defense (at the Indemnifying Party’s expensematters set forth on Section 9.3(a) of the Disclosure Letter; provided further the foregoing shall not be deemed a waiver by Globe of any such claim through counsel of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within 30 days of the first receipt by the Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Partyits rights under this Agreement. Failure to give such notice (including, for the sake of clarity, by failing to list such item on Schedule 9.3(a) of the Disclosure Letter) shall not affect the indemnification obligations hereunder in the absence of actual and material prejudice. If the Indemnifying Party chooses to defend or prosecute a third-party claimprejudice and in such case, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, only to the extent reasonably requested of such prejudice. To the extent that any item listed on Schedule 9.3(a) of the Disclosure Letter has not yet resulted in a formal claim or complaint by a Governmental Authority or Third Party complaint, after the Indemnifying Partydate hereof, the retentionDCC Indemnified Persons shall use their reasonable best efforts to promptly provide notification of such formal claim or complaint received by such party; provided that any failure to provide such notification shall not affect any indemnification obligations hereunder in the absence of actual and material prejudice and in such case, and the provision only to the Indemnifying Party, extent of records and information reasonably relevant to such third-party claim, and making employees of the Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunderprejudice.