Notice of Default Under the Guaranteed Leases; Indemnification and Reimbursement. (a) Computer Sciences GS shall provide CSC with a copy of any written notice of default, notice of alleged default or other notice that Computer Sciences GS or any of its Subsidiaries receives from a Landlord or a lender with respect to any Guaranteed Lease that may result in an event of default, which copy shall be given to CSC as soon as practicable and in any event no later than fifteen (15) Business Days after Computer Sciences GS’s or any of its Subsidiaries’ receipt of any such notice. CSC shall provide Computer Sciences GS with a copy of any written notice of default, notice of alleged default or other notice that CSC or any member of the CSC Group receives from a Landlord with respect to any Guaranteed Lease, which copy shall be given to Computer Sciences GS as soon as practicable and in any event no later than five (5) Business Days after CSC’s or any of the CSC Group members’ receipt of any such notice. (b) Computer Sciences GS shall deliver to CSC, as soon as practicable and in any event no later than fifteen (15) Business Days after Computer Sciences GS’s or any of its Subsidiaries’ receipt of any notice described in Section 4.1(a) hereof, a statement from Computer Sciences GS concerning Computer Sciences GS’s intentions with respect to said default or alleged default. CSC shall reasonably cooperate with any attempt by Computer Sciences GS pursuant to this Section 4.1(b) to cure or contest a default or alleged default. (i) If Computer Sciences GS indicates an intent to contest said default or alleged default, then Computer Sciences GS shall engage legal counsel reasonably acceptable to CSC and shall diligently pursue such contest; provided, however, if CSC reasonably believes that Computer Sciences GS is not likely to prevail in such contest and CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease, and the Parties shall be thereafter be governed by Section 4.1(b)(iii). (ii) If Computer Sciences GS indicates its intent to cure such default or alleged default, Computer Sciences GS shall cure said default or alleged default within the time period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, Computer Sciences GS shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently with respect to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as Computer Sciences GS is working diligently to cure such default or alleged default in accordance with the foregoing, CSC shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by Computer Sciences GS with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if Computer Sciences GS (1) provides written notice to CSC of its intention not to cure said default or alleged default, (2) fails to send any notice of its intentions, or (3) fails to cure a default or alleged default in accordance with its previous notice to CSC, or if CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii). (iii) If Computer Sciences GS has not cured such default or alleged default within five (5) days after Computer Sciences GS’s receipt of CSC’s written notice to Computer Sciences GS pursuant to the final sentences of Sections 4.1(b)(i) or 4.1(b)(ii) (or, if such default or alleged default cannot be cured within such five (5) day period, Computer Sciences GS has not commenced to cure and continued to diligently pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable Guaranteed Lease), then, regardless of any stated intention of Computer Sciences GS, CSC may (in its sole and absolute discretion and without any obligation to do so) cure such default or alleged default on behalf of Computer Sciences GS at Computer Sciences GS’s sole cost and expense, and Computer Sciences GS, for itself and on behalf of each of its Subsidiaries, hereby grants to CSC a license to enter upon any Leased Real Property for the purpose of effecting such cure, subject to the provisions of such Guaranteed Lease. (iv) If CSC or any member of the CSC Group incurs any Losses as a result of a default or alleged default under any Guaranteed Lease by Computer Sciences GS or any of its Subsidiaries, and if Computer Sciences GS does not pay to CSC the full amount of such Losses promptly after receipt of notice of such Losses from CSC, CSC shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity. (c) Computer Sciences GS, for itself and as agent for each of its Subsidiaries, hereby agrees to indemnify, defend (or, where applicable, pay the costs of defense for) and hold harmless the CSC Indemnitees from and against, and shall reimburse such CSC Indemnitees for, all Losses incurred by the CSC Indemnitees by reason of (i) the incurrence by any CSC Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal administrative costs of such CSC Indemnitees) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Indemnitees with respect to any Obligation, and (iii) any breach or default by Computer Sciences GS or any of its Subsidiaries under any Guaranteed Lease. If any CSC Indemnitee incurs any such Losses, Computer Sciences GS shall reimburse CSC for the full amount thereof, within ten (10) days after receiving a written demand for such Losses from CSC. In the event that, with the consent of CSC, Computer Sciences GS assumes the defense of any CSC Indemnitee with respect to any Action arising out of any matter from and against which Computer Sciences GS is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c), such defense shall include the employment of counsel reasonably satisfactory to Computer Sciences GS and CSC and the payment by Computer Sciences GS of all of such counsel’s fees and expenses. CSC shall not be liable for the payment of any settlement of any such Action effected by Computer Sciences GS without the written consent of CSC. Computer Sciences GS shall not, without the prior written consent of CSC (not to be unreasonably withheld or delayed), effect any settlement of any Action in respect of which any CSC Indemnitee is a party and from and against which Computer Sciences GS is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c), unless such settlement is paid, in the first instance, by Computer Sciences GS, contains no admission of wrongdoing on the part of any CSC Indemnitee and includes an unconditional release of all CSC Indemnitees from all liability on all claims that are the subject matter of such Action. CSC agrees to cooperate reasonably with Computer Sciences GS’s defense of any such Action, as reasonably requested by Computer Sciences GS and at Computer Sciences GS’s sole cost and expense.
Appears in 2 contracts
Samples: Real Estate Matters Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Computer Sciences Corp)
Notice of Default Under the Guaranteed Leases; Indemnification and Reimbursement. (a) Computer Sciences GS HBI shall provide CSC Xxxx Xxx with a copy of any written notice of default, notice of alleged default or other notice that Computer Sciences GS HBI or any of its Subsidiaries receives from a Landlord or a lender with respect to any Guaranteed Lease that may result in an event of default, which copy shall be given to CSC Xxxx Xxx as soon as practicable and in any event no later than fifteen five (155) Business Days business days after Computer Sciences GSHBI’s or any of its Subsidiaries’ receipt of any such notice. CSC Xxxx Xxx shall provide Computer Sciences GS HBI with a copy of any written notice of default, notice of alleged default or other notice that CSC Xxxx Xxx or any member of the CSC Xxxx Xxx Group receives from a Landlord with respect to any Guaranteed Lease, which copy shall be given to Computer Sciences GS HBI as soon as practicable and in any event no later than five (5) Business Days business days after CSC’s Xxxx Xxx’x or any of the CSC Xxxx Xxx Group members’ receipt of any such notice.
(b) Computer Sciences GS HBI shall deliver to CSCXxxx Xxx, as soon as practicable and in any event no later than fifteen five (155) Business Days business days after Computer Sciences GSHBI’s or any of its Subsidiaries’ receipt of any notice described in Section 4.1(a2.1(a) hereof, a statement from Computer Sciences GS HBI concerning Computer Sciences GSHBI’s intentions with respect to said default or alleged default. CSC Xxxx Xxx shall reasonably cooperate with any attempt by Computer Sciences GS HBI pursuant to this Section 4.1(b2.1(b) to cure or contest a default or alleged default.
(i) If Computer Sciences GS HBI indicates an intent to contest said default or alleged default, then Computer Sciences GS HBI shall engage legal counsel reasonably acceptable to CSC Xxxx Xxx and shall diligently pursue such contest; provided, however, if CSC Xxxx Xxx reasonably believes that Computer Sciences GS HBI is not likely to prevail in such contest and CSC Xxxx Xxx reasonably believes that CSC Xxxx Xxx or any member of the CSC Xxxx Xxx Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC Xxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS HBI written notice of CSC’s Xxxx Xxx’x intention to cure the default or of alleged default under such Guaranteed Lease, and the Parties parties shall be thereafter be governed by Section 4.1(b)(iii2.1(b)(iii).
(ii) If Computer Sciences GS HBI indicates its intent to cure such default or alleged default, Computer Sciences GS HBI shall cure said default or alleged default within the time period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, Computer Sciences GS HBI shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently with respect to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as Computer Sciences GS HBI is working diligently to cure such default or alleged default in accordance with the foregoing, CSC Xxxx Xxx shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by Computer Sciences GS HBI with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if Computer Sciences GS HBI (1) provides written notice to CSC Xxxx Xxx of its intention not to cure said default or alleged default, (2) fails to send any notice of its intentions, or (3) fails to cure a default or alleged default in accordance with its previous notice to CSCXxxx Xxx, or if CSC Xxxx Xxx reasonably believes that CSC Xxxx Xxx or any member of the CSC Xxxx Xxx Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC Xxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS HBI written notice of CSC’s Xxxx Xxx’x intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii2.1(b)(iii).
(iii) If Computer Sciences GS HBI has not cured such default or alleged default within five (5) days after Computer Sciences GSHBI’s receipt of CSC’s Xxxx Xxx’x written notice to Computer Sciences GS HBI pursuant to the final sentences of Sections 4.1(b)(i2.1(b)(i) or 4.1(b)(ii2.1(b)(ii) (or, if such default or alleged default cannot be cured within such five (5) day period, Computer Sciences GS HBI has not commenced to cure and continued to diligently pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable Guaranteed Lease), then, regardless of any stated intention of Computer Sciences GSHBI, CSC Xxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) cure such default or alleged default on behalf of Computer Sciences GS HBI at Computer Sciences GSHBI’s sole cost and expense, and Computer Sciences GSHBI, for itself and on behalf of each of its Subsidiaries, hereby grants to CSC Xxxx Xxx a license to enter upon any Leased Real Property for the purpose of effecting such cure, subject to the provisions of such Guaranteed Lease.
(iv) If CSC Xxxx Xxx or any member of the CSC Xxxx Xxx Group incurs any Losses as a result of a default or alleged default under any Guaranteed Lease by Computer Sciences GS HBI or any of its Subsidiaries, and if Computer Sciences GS HBI does not pay to CSC Xxxx Xxx the full amount of such Losses promptly after receipt of notice of such Losses from CSCXxxx Xxx, CSC Xxxx Xxx shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity.
(c) Computer Sciences GSHBI, for itself and as agent for each of its Subsidiaries, hereby agrees to indemnify, defend (or, where applicable, pay the costs of defense for) and hold harmless the CSC Xxxx Xxx Indemnitees from and against, and shall reimburse such CSC Xxxx Xxx Indemnitees for, all Losses incurred by the CSC Xxxx Xxx Indemnitees by reason of (i) the incurrence by any CSC Xxxx Xxx Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal administrative costs of such CSC Xxxx Xxx Indemnitees) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Xxxx Xxx Indemnitees with respect to any Obligation, and (iii) any breach or default by Computer Sciences GS HBI or any of its Subsidiaries under any Guaranteed Lease. If any CSC Xxxx Xxx Indemnitee incurs any such Losses, Computer Sciences GS HBI shall reimburse CSC Xxxx Xxx for the full amount thereof, within ten (10) days after receiving a written demand for such Losses from CSCXxxx Xxx; provided that each demand for reimbursement by Xxxx Xxx shall be accompanied by copies of supporting invoices and copies of paid receipts, cancelled checks or other reasonable proof of payment or incurrence of liability by Xxxx Xxx, to the extent available. In the event that, with the consent of CSCXxxx Xxx, Computer Sciences GS HBI assumes the defense of any CSC Xxxx Xxx Indemnitee with respect to any Action arising out of any matter from and against which Computer Sciences GS HBI is obligated to indemnify, defend and hold harmless such CSC Xxxx Xxx Indemnitee under this Section 4.1(c2.1(c), such defense shall include the employment of counsel reasonably satisfactory to Computer Sciences GS HBI and CSC Xxxx Xxx and the payment by Computer Sciences GS HBI of all of such counsel’s fees and expenses. CSC Xxxx Xxx shall not be liable for the payment of any settlement of any such Action effected by Computer Sciences GS HBI without the written consent of CSCXxxx Xxx. Computer Sciences GS HBI shall not, without the prior written consent of CSC Xxxx Xxx (not to be unreasonably withheld or delayed), effect any settlement of any Action in respect of which any CSC Xxxx Xxx Indemnitee is a party and from and against which Computer Sciences GS HBI is obligated to indemnify, defend and hold harmless such CSC Xxxx Xxx Indemnitee under this Section 4.1(c2.1(c), unless such settlement is paid, in the first instance, by Computer Sciences GS, contains no admission of wrongdoing on the part of any CSC Indemnitee HBI and includes an unconditional release of all CSC Xxxx Xxx Indemnitees from all liability on all claims that are the subject matter of such Action. CSC Xxxx Xxx agrees to cooperate reasonably with Computer Sciences GSHBI’s defense of any such Action, as reasonably requested by Computer Sciences GS and at Computer Sciences GS’s sole cost and expenseHBI.
Appears in 1 contract
Notice of Default Under the Guaranteed Leases; Indemnification and Reimbursement. (a) Computer Sciences GS shall provide CSC with a copy of any written notice of default, notice of alleged default or other notice that Computer Sciences GS or any of its Subsidiaries receives from a Landlord or a lender with respect to any Guaranteed Lease that may result in an event of default, which copy shall be given to CSC as soon as practicable and in any event no later than fifteen (15) Business Days after Computer Sciences GS’s or any of its Subsidiaries’ receipt of any such notice. CSC shall provide Computer Sciences GS with a copy of any written notice of default, notice of alleged default or other notice that CSC or any member of the CSC Group receives from a Landlord with respect to any Guaranteed Lease, which copy shall be given to Computer Sciences GS as soon as practicable and in any event no later than five (5) Business Days after CSC’s or any of the CSC Group members’ receipt of any such notice.
(b) Computer Sciences GS shall deliver to CSC, as soon as practicable and in any event no later than fifteen (15) Business Days after Computer Sciences GS’s or any of its Subsidiaries’ receipt of any notice described in Section 4.1(a) hereof, a statement from Computer Sciences GS concerning Computer Sciences GS’s intentions with respect to said default or alleged default. CSC shall reasonably cooperate with any attempt by Computer Sciences GS pursuant to this Section 4.1(b) to cure or contest a default or alleged default.
(i) If Computer Sciences GS indicates an intent to contest said default or alleged default, then Computer Sciences GS shall engage legal counsel reasonably acceptable to CSC and shall diligently pursue such contest; provided, however, if CSC reasonably believes that Computer Sciences GS is not likely to prevail in such contest and CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease, and the Parties shall be thereafter be governed by Section 4.1(b)(iii).
(ii) If Computer Sciences GS indicates its intent to cure such default or alleged default, Computer Sciences GS shall cure said default or alleged default within the time period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, Computer Sciences GS shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently with respect to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as Computer Sciences GS is working diligently to cure such default or alleged default in accordance with the foregoing, CSC shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by Computer Sciences GS with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if Computer Sciences GS (1) provides written notice to CSC of its intention not to cure said default or alleged default, (2) fails to send any notice of its intentions, or (3) fails to cure a default or alleged default in accordance with its previous notice to CSC, or if CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii).
(iii) If Computer Sciences GS has not cured such default or alleged default within five (5) days after Computer Sciences GS’s receipt of CSC’s written notice to Computer Sciences GS pursuant to the final sentences of Sections 4.1(b)(i) or 4.1(b)(ii) (or, if such default or alleged default cannot be cured within such five (5) day period, Computer Sciences GS has not commenced to cure and continued to diligently pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable Guaranteed Lease), then, regardless of any stated intention of Computer Sciences GS, CSC may (in its sole and absolute discretion and without any obligation to do so) cure such default or alleged default on behalf of Computer Sciences GS at Computer Sciences GS’s sole cost and expense, and Computer Sciences GS, for itself and on behalf of each of its Subsidiaries, hereby grants to CSC a license to enter upon any Leased Real Property for the purpose of effecting such cure, subject to the provisions of such Guaranteed Lease.
(iv) If CSC or any member of the CSC Group incurs any Losses as a result of a default or alleged default under any Guaranteed Lease by Computer Sciences GS or any of its Subsidiaries, and if Computer Sciences GS does not pay to CSC the full amount of such Losses promptly after receipt of notice of such Losses from CSC, CSC shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity.
(c) Computer Sciences GS, for itself and as agent for each of its Subsidiaries, hereby agrees to indemnify, defend (or, where applicable, pay the costs of defense for) and hold harmless the CSC Indemnitees from and against, and shall reimburse such CSC Indemnitees for, all Losses incurred by the CSC Indemnitees by reason of (i) the incurrence by any CSC Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal administrative costs of such CSC Indemnitees) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Indemnitees with respect to any Obligation, and (iii) any breach or default by Computer Sciences GS or any of its Subsidiaries under any Guaranteed Lease. If any CSC Indemnitee incurs any such Losses, Computer Sciences GS shall reimburse CSC for the full amount thereof, within ten (10) days after receiving a written demand for such Losses from CSC. In the event that, with the consent of CSC, Computer Sciences GS assumes the defense of any CSC Indemnitee with respect to any Action arising out of any matter from and against which Computer Sciences GS is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c), such defense shall include the employment of counsel reasonably satisfactory to Computer Sciences GS and CSC and the payment by Computer Sciences GS of all of such counsel’s fees and expenses. CSC shall not be liable for the payment of any settlement of any such Action effected by Computer Sciences GS without the written consent of CSC. Computer Sciences GS shall not, without the prior written consent of CSC (not to be unreasonably withheld or delayed), effect any settlement of any Action in respect of which any CSC Indemnitee is a party and from and against which Computer Sciences GS is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c), unless such settlement is paid, in the first instance, by Computer Sciences GS, contains no admission of wrongdoing on the part of any CSC Indemnitee and includes an unconditional release of all CSC Indemnitees from all liability on all claims that are the subject matter of such Action. CSC agrees to cooperate reasonably with Computer Sciences GS’s defense of any such Action, as reasonably requested by Computer Sciences GS and at Computer Sciences GS’s sole cost and expense.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sra International, Inc.)
Notice of Default Under the Guaranteed Leases; Indemnification and Reimbursement. (a) Computer Sciences GS shall Coach hereby agrees to provide CSC Xxxx Xxx with a copy of any written notice of default, notice of alleged default or other notice that Computer Sciences GS or any of its Subsidiaries receives from a Landlord or that may result in a lender material event of default that Coach receives with respect to any Guaranteed Lease that may result in an event of defaultLease, which copy or copies shall be given to CSC Xxxx Xxx as soon as practicable and in any event no later than fifteen five (155) Business Days business days after Computer Sciences GS’s or any of its Subsidiaries’ Coach's receipt of any such notice. CSC shall Xxxx Xxx hereby agrees to provide Computer Sciences GS Coach with a copy of any written notice of default, notice of alleged default or other notice that CSC or any member of the CSC Group receives from a Landlord that Xxxx Xxx receives with respect to any Guaranteed Lease, which copy or copies shall be given to Computer Sciences GS Coach as soon as practicable and in any event no later than five (5) Business Days business days after CSC’s or any of the CSC Group members’ Xxxx Xxx'x receipt of any such notice.
(b) Computer Sciences GS Coach shall deliver to CSCXxxx Xxx, as soon as practicable and in any event no later than fifteen five (155) Business Days business days after Computer Sciences GS’s or any of its Subsidiaries’ Coach's receipt of any notice described in Section 4.1(a2.1(a) hereof, a statement from Computer Sciences GS Coach concerning Computer Sciences GS’s Coach's intentions with respect to said default or alleged default. CSC shall reasonably cooperate with any attempt by Computer Sciences GS pursuant to this Section 4.1(b) to cure or contest a default or alleged default.
(i) If Computer Sciences GS indicates an intent to contest said default or alleged default, then Computer Sciences GS shall engage legal counsel reasonably acceptable to CSC and shall diligently pursue such contest; provided, however, if CSC reasonably believes that Computer Sciences GS is not likely to prevail in such contest and CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS written notice of CSC’s intention to cure the default or alleged default under such Guaranteed Lease, and the Parties shall be thereafter be governed by Section 4.1(b)(iii).
(ii) If Computer Sciences GS Coach indicates its intent to cure such default or alleged default, Computer Sciences GS Coach shall cure said default or alleged default within the time period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, Computer Sciences GS shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently with respect the
1. If Coach (i) indicates to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as Computer Sciences GS is working diligently to cure such default or alleged default in accordance with the foregoing, CSC shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by Computer Sciences GS with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if Computer Sciences GS (1) provides written notice to CSC of Xxxx Xxx its intention not to cure said default or alleged default, (2ii) fails to send any notice of its intentions, or (3iii) fails to cure a default or alleged default in accordance with its previous notice to CSC, or if CSC reasonably believes that CSC or any member of the CSC Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptlyXxxx Xxx, then, in any such event, CSC may Xxxx Xxx will (in its sole and absolute discretion and without any obligation to do sounless it reasonably believes that it will suffer adverse consequences as a result) give Computer Sciences GS Coach written notice of CSC’s Xxxx Xxx'x intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii).
(iii) Lease. If Computer Sciences GS Coach has not cured such default or alleged default within five (5) days after Computer Sciences GS’s Coach's receipt of CSC’s Xxxx Xxx'x written notice to Computer Sciences GS pursuant to the final sentences of Sections 4.1(b)(i) or 4.1(b)(ii) Coach (or, if such default or alleged default cannot be cured within such five (5) day period, Computer Sciences GS Coach has not commenced to cure and continued to diligently pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable Guaranteed Lease), then, regardless of any stated intention of Computer Sciences GSCoach, CSC Xxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) elect to cure such default or alleged default on behalf of Computer Sciences GS Coach in accordance with the terms of the applicable Guaranteed Lease at Computer Sciences GS’s Coach's sole cost and expense, and Computer Sciences GS, for itself and on behalf of each of its Subsidiaries, hereby grants to CSC a license to enter upon any Leased Real Property for the purpose of effecting such cure, subject to the provisions of such Guaranteed Lease.
(iv) If CSC or any member of the CSC Group incurs any Losses as a result of a default or alleged default under any Guaranteed Lease by Computer Sciences GS or any of its Subsidiaries, and if Computer Sciences GS does not pay to CSC the full amount of such Losses promptly after receipt of notice of such Losses from CSC, CSC shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity.
(c) Computer Sciences GSCoach, for itself and as agent for each member of its Subsidiariesthe Coach Group, hereby agrees to indemnify, defend (or, where applicable, pay the defense costs of defense for) and hold harmless the CSC Xxxx Xxx Indemnitees from and against, against and shall reimburse such CSC Xxxx Xxx Indemnitees forwith respect to, all Losses (excluding contingent liabilities) actually incurred by the CSC Indemnitees Xxxx Xxx Indemnitees, in excess of any amounts drawn by Xxxx Xxx under the Letter of Credit, by reason of (i) the incurrence by any CSC Xxxx Xxx Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal Xxxx Xxx administrative costs of such CSC Indemniteescosts) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Xxxx Xxx Indemnitees with respect to any Obligation, and (iii) any breach or default by Computer Sciences GS or any of its Subsidiaries Coach under any Guaranteed Lease, except to the extent any such Losses (A) arise solely from the acts or omissions of Xxxx Xxx occurring after the date, if ever, that Xxxx Xxx takes possession of, or acquires Coach's right, title and interest to, any Property pursuant to the exercise of the remedies set forth in Sections 2.2(b) or 2.2(c) below or (B) have been finally judicially determined to have resulted directly from the gross negligence or willful misconduct of any Xxxx Xxx Indemnitee. If any CSC Indemnitee incurs Should Xxxx Xxx incur any such Losses, Computer Sciences GS Coach shall reimburse CSC Xxxx Xxx for the full amount thereof, such reimbursement to be due and payable within ten fifteen (1015) days after receiving a written demand therefor by Xxxx Xxx; PROVIDED, that each demand for such Losses from CSCreimbursement by Xxxx Xxx shall be accompa xxxx by copies of supporting invoices and copies of paid receipts, cancelled checks or other proof of payment or incurrence of liability by Xxxx Xxx. In the event that, Coach shall assume the defense of Xxxx Xxx (only with the consent of CSC, Computer Sciences GS assumes the defense of any CSC Indemnitee Xxxx Xxx) with respect to any Action arising out of any matter from and against which Computer Sciences GS is obligated pursuant to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c2.1(c), such defense shall include the employment of counsel reasonably satisfactory to Computer Sciences GS Coach and CSC Xxxx Xxx and the payment by Computer Sciences GS Coach of all of such counsel’s 's fees and expenses. CSC Xxxx Xxx shall not be liable for the payment of any settlement of any such Action effected by Computer Sciences GS Coach without the written consent of CSCXxxx Xxx. Computer Sciences GS Coach shall not, without the prior written consent of CSC Xxxx Xxx (not to be unreasonably withheld or delayed), effect any settlement settle ment of any Action in respect of which any CSC Indemnitee Xxxx Xxx is a party and from and against which Computer Sciences GS is obligated to indemnify, defend and hold harmless such CSC Indemnitee under this Section 4.1(c)indemnification could have been sought hereunder by Xxxx Xxx, unless such settlement is paid, in the first instance, by Computer Sciences GS, contains no admission of wrongdoing on the part of any CSC Indemnitee Coach and includes an unconditional release of all CSC Indemnitees Xxxx Xxx from all liability on all claims that are the subject matter of such Action. CSC In the event of any claim against Coach or Xxxx Xxx by a third party for which Xxxx Xxx could seek indemnification hereunder, Xxxx Xxx agrees to reasonably cooperate reasonably with Computer Sciences GS’s Coach's defense of any such Action, as reasonably requested by Computer Sciences GS and at Computer Sciences GS’s sole cost and expensethereof or actions taken in connection therewith.
Appears in 1 contract
Samples: Lease Indemnification and Reimbursement Agreement (Coach Inc)
Notice of Default Under the Guaranteed Leases; Indemnification and Reimbursement. (a) Computer Sciences GS Ultra shall provide CSC Delta with a copy of any written notice of default, notice of alleged default or other notice that Computer Sciences GS Ultra or any of its Subsidiaries receives from a Landlord or a lender with respect to any Guaranteed Lease that may result in an event of default, which copy shall be given to CSC Delta as soon as practicable and in any event no later than fifteen five (155) Business Days after Computer Sciences GSUltra’s or any of its Subsidiaries’ receipt of any such notice. CSC Delta shall provide Computer Sciences GS Ultra with a copy of any written notice of default, notice of alleged default or other notice that CSC Delta or any member of the CSC Delta Group receives from a Landlord with respect to any Guaranteed Lease, which copy shall be given to Computer Sciences GS Ultra as soon as practicable and in any event no later than five (5) Business Days after CSCDelta’s or any of the CSC Delta Group members’ receipt of any such notice.
(b) Computer Sciences GS Ultra shall deliver to CSCDelta, as soon as practicable and in any event no later than fifteen five (155) Business Days after Computer Sciences GSUltra’s or any of its Subsidiaries’ receipt of any notice described in Section 4.1(a) hereof, a statement from Computer Sciences GS Ultra concerning Computer Sciences GSUltra’s intentions with respect to said default or alleged default. CSC Delta shall reasonably cooperate (at Ultra’s sole cost and expense) with any attempt by Computer Sciences GS Ultra pursuant to this Section 4.1(b) to cure or contest a default or alleged default.
(i) If Computer Sciences GS Ultra indicates an intent to contest said default or alleged default, then Computer Sciences GS Ultra shall engage legal counsel reasonably acceptable to CSC Delta and shall diligently pursue such contest; provided, however, if CSC Delta reasonably believes that Computer Sciences GS Ultra is not likely to prevail in such contest and CSC Delta reasonably believes that CSC Delta or any member of the CSC Delta Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC Delta may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS Ultra written notice of CSCDelta’s intention to cure the default or alleged default under such Guaranteed Lease, and the Parties shall be thereafter be governed by Section 4.1(b)(iii).
(ii) If Computer Sciences GS Ultra indicates its intent to cure such default or alleged default, Computer Sciences GS Ultra shall cure said default or alleged default within the time applicable cure period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, Computer Sciences GS Ultra shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently and continuously with respect to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as Computer Sciences GS Ultra is working diligently and continuously to cure such default or alleged default in accordance with the foregoing, CSC Delta shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by Computer Sciences GS Ultra (at Ultra’s sole cost and expense) with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if Computer Sciences GS Ultra (1A) provides written notice to CSC Delta of its intention not to cure said default or alleged default, (2B) fails to send any notice of its intentions, or (3C) fails to cure a default or alleged default in accordance with its previous notice to CSCDelta, or if CSC Delta reasonably believes that CSC Delta or any member of the CSC Delta Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC Delta may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS Ultra written notice of CSCDelta’s intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii).
(iii) If Computer Sciences GS Ultra has not cured such default or alleged default within five (5) days after Computer Sciences GSUltra’s receipt of CSCDelta’s written notice to Computer Sciences GS Ultra pursuant to the final sentences of Sections 4.1(b)(i) or 4.1(b)(ii) (or, if such default or alleged default cannot be cured within such five (5) day period, Computer Sciences GS Ultra has not commenced to cure and continued to diligently and continuously pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable Guaranteed Lease), then, regardless of any stated intention of Computer Sciences GSUltra, CSC Delta may (in its sole and absolute discretion and without any obligation to do so) cure such default or alleged default on behalf of Computer Sciences GS Ultra at Computer Sciences GSUltra’s sole cost and expense, and Computer Sciences GSUltra, for itself and on behalf of each of its Subsidiaries, hereby grants to CSC Delta a license to enter upon any Leased Real Property for the purpose of effecting such cure, subject to the provisions of such Guaranteed Lease.
(iv) If CSC Delta or any member of the CSC Delta Group incurs or suffers any Losses as a result of a default or alleged default under any Guaranteed Lease by Computer Sciences GS Ultra or any of its Subsidiaries, and if Computer Sciences GS Ultra does not pay to CSC Delta the full amount of such Losses promptly after receipt of notice of such Losses from CSCDelta, CSC Delta shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity.
(c) Computer Sciences GSUltra, for itself and as agent for each of its Subsidiaries, hereby agrees to indemnify, defend (or, where applicable, pay the costs of defense for) and hold harmless the CSC Delta Indemnitees from and against, and shall reimburse such CSC Delta Indemnitees for, all Losses incurred or suffered by the CSC Delta Indemnitees by reason of (i) the incurrence by any CSC Delta Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal administrative costs of such CSC Delta Indemnitees) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Delta Indemnitees with respect to any Obligation, and (iii) any breach or default by Computer Sciences GS Ultra or any of its Subsidiaries under any Guaranteed Lease. If any CSC Delta Indemnitee incurs or suffers any such Losses, Computer Sciences GS Ultra shall reimburse CSC Delta for the full amount thereof, within ten (10) days after receiving a written demand for such Losses from CSCDelta. In the event that, with the written consent of CSCDelta, Computer Sciences GS Ultra assumes the defense of any CSC Delta Indemnitee with respect to any Action arising out of any matter from and against which Computer Sciences GS Ultra is obligated to indemnify, defend and hold harmless such CSC Delta Indemnitee under this Section 4.1(c), such defense shall include the employment of counsel reasonably satisfactory to Computer Sciences GS Ultra and CSC Delta and the payment by Computer Sciences GS Ultra of all of such counsel’s fees and expenses. CSC Delta shall not be liable for the payment of any settlement of any such Action effected by Computer Sciences GS Ultra without the written consent of CSCDelta. Computer Sciences GS Ultra shall not, without the prior written consent of CSC Delta (not to be unreasonably withheld or delayed), effect any settlement of any Action in respect of which any CSC Delta Indemnitee is a party and from and against which Computer Sciences GS Ultra is obligated to indemnify, defend and hold harmless such CSC Delta Indemnitee under this Section 4.1(c), unless such settlement is paid, in the first instance, by Computer Sciences GSUltra, contains no admission of wrongdoing on the part of any CSC Indemnitee Delta Indemnitee, and includes an unconditional release of all CSC Delta Indemnitees from all liability on all claims that are the subject matter of such Action. CSC Delta agrees to cooperate reasonably with Computer Sciences GSUltra’s defense of any such Action, as reasonably requested by Computer Sciences GS Ultra and at Computer Sciences GSUltra’s sole cost and expense. The terms and conditions of this provision shall survive indefinitely.
Appears in 1 contract
Notice of Default Under the Guaranteed Leases; Indemnification and Reimbursement. (a) Computer Sciences GS HBI shall provide CSC Sxxx Xxx with a copy of any written notice of default, notice of alleged default or other notice that Computer Sciences GS HBI or any of its Subsidiaries receives from a Landlord or a lender with respect to any Guaranteed Lease that may result in an event of default, which copy shall be given to CSC Sxxx Xxx as soon as practicable and in any event no later than fifteen five (155) Business Days business days after Computer Sciences GSHBI’s or any of its Subsidiaries’ receipt of any such notice. CSC Sxxx Xxx shall provide Computer Sciences GS HBI with a copy of any written notice of default, notice of alleged default or other notice that CSC Sxxx Xxx or any member of the CSC Sxxx Xxx Group receives from a Landlord with respect to any Guaranteed Lease, which copy shall be given to Computer Sciences GS HBI as soon as practicable and in any event no later than five (5) Business Days business days after CSC’s Sxxx Xxx’x or any of the CSC Sxxx Xxx Group members’ receipt of any such notice.
(b) Computer Sciences GS HBI shall deliver to CSCSxxx Xxx, as soon as practicable and in any event no later than fifteen five (155) Business Days business days after Computer Sciences GSHBI’s or any of its Subsidiaries’ receipt of any notice described in Section 4.1(a2.1(a) hereof, a statement from Computer Sciences GS HBI concerning Computer Sciences GSHBI’s intentions with respect to said default or alleged default. CSC Sxxx Xxx shall reasonably cooperate with any attempt by Computer Sciences GS HBI pursuant to this Section 4.1(b2.1(b) to cure or contest a default or alleged default.
(i) If Computer Sciences GS HBI indicates an intent to contest said default or alleged default, then Computer Sciences GS HBI shall engage legal counsel reasonably acceptable to CSC Sxxx Xxx and shall diligently pursue such contest; provided, however, if CSC Sxxx Xxx reasonably believes that Computer Sciences GS HBI is not likely to prevail in such contest and CSC Sxxx Xxx reasonably believes that CSC Sxxx Xxx or any member of the CSC Sxxx Xxx Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC Sxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS HBI written notice of CSC’s Sxxx Xxx’x intention to cure the default or of alleged default under such Guaranteed Lease, and the Parties parties shall be thereafter be governed by Section 4.1(b)(iii2.1(b)(iii).
(ii) If Computer Sciences GS HBI indicates its intent to cure such default or alleged default, Computer Sciences GS HBI shall cure said default or alleged default within the time period set forth in the applicable Guaranteed Lease, or if said default or alleged default is of a character which does not permit the curing of said default or alleged default within the time period set forth in the applicable Guaranteed Lease, Computer Sciences GS HBI shall eliminate, cure, obtain a waiver or otherwise constructively address such default or alleged default and proceed diligently with respect to said default or alleged default until cured, waived or eliminated, but, in any event, in the manner required under the terms and conditions of the applicable Guaranteed Lease. So long as Computer Sciences GS HBI is working diligently to cure such default or alleged default in accordance with the foregoing, CSC Sxxx Xxx shall refrain from taking actions to cure such default or alleged default and shall cooperate as reasonably requested by Computer Sciences GS HBI with respect to curing such default or alleged default or settling such dispute with the applicable Landlord; provided, however, if Computer Sciences GS HBI (1) provides written notice to CSC Sxxx Xxx of its intention not to cure said default or alleged default, (2) fails to send any notice of its intentions, or (3) fails to cure a default or alleged default in accordance with its previous notice to CSCSxxx Xxx, or if CSC Sxxx Xxx reasonably believes that CSC Sxxx Xxx or any member of the CSC Sxxx Xxx Group will suffer adverse consequences as a result of such default or alleged default if it is not cured promptly, then, in any such event, CSC Sxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) give Computer Sciences GS HBI written notice of CSC’s Sxxx Lxx’x intention to cure the default or alleged default under such Guaranteed Lease and the parties shall be thereafter be governed by Section 4.1(b)(iii2.1(b)(iii).
(iii) If Computer Sciences GS HBI has not cured such default or alleged default within five (5) days after Computer Sciences GSHBI’s receipt of CSC’s Sxxx Xxx’x written notice to Computer Sciences GS HBI pursuant to the final sentences of Sections 4.1(b)(i2.1(b)(i) or 4.1(b)(ii2.1(b)(ii) (or, if such default or alleged default cannot be cured within such five (5) day period, Computer Sciences GS HBI has not commenced to cure and continued to diligently pursue such cure to completion within the grace or cure periods provided under, and otherwise in accordance with the terms of the applicable Guaranteed Lease), then, regardless of any stated intention of Computer Sciences GSHBI, CSC Sxxx Xxx may (in its sole and absolute discretion and without any obligation to do so) cure such default or alleged default on behalf of Computer Sciences GS HBI at Computer Sciences GSHBI’s sole cost and expense, and Computer Sciences GSHBI, for itself and on behalf of each of its Subsidiaries, hereby grants to CSC Sxxx Xxx a license to enter upon any Leased Real Property for the purpose of effecting such cure, subject to the provisions of such Guaranteed Lease.
(iv) If CSC Sxxx Xxx or any member of the CSC Sxxx Xxx Group incurs any Losses as a result of a default or alleged default under any Guaranteed Lease by Computer Sciences GS HBI or any of its Subsidiaries, and if Computer Sciences GS HBI does not pay to CSC Sxxx Xxx the full amount of such Losses promptly after receipt of notice of such Losses from CSCSxxx Xxx, CSC Sxxx Xxx shall be entitled to exercise any and all remedies available to it under this Agreement or under any other agreement between the parties, at law or in equity.
(c) Computer Sciences GSHBI, for itself and as agent for each of its Subsidiaries, hereby agrees to indemnify, defend (or, where applicable, pay the costs of defense for) and hold harmless the CSC Sxxx Xxx Indemnitees from and against, and shall reimburse such CSC Sxxx Xxx Indemnitees for, all Losses incurred by the CSC Sxxx Xxx Indemnitees by reason of (i) the incurrence by any CSC Sxxx Xxx Indemnitees of reasonable out-of-pocket costs of enforcement (excluding any internal administrative costs of such CSC Sxxx Xxx Indemnitees) of any terms, covenants or agreements contained in this Agreement, (ii) any and all payments or performance required of any of the CSC Sxxx Xxx Indemnitees with respect to any Obligation, and (iii) any breach or default by Computer Sciences GS HBI or any of its Subsidiaries under any Guaranteed Lease, except to the extent any such Losses have been finally determined by a court of competent jurisdiction to have resulted directly from acts or omissions after the Distribution Date of any Sxxx Xxx Indemnitee which constitute gross negligence or willful misconduct. If any CSC Sxxx Xxx Indemnitee incurs any such Losses, Computer Sciences GS HBI shall reimburse CSC Sxxx Xxx for the full amount thereof, within ten (10) days after receiving a written demand for such Losses from CSCSxxx Xxx; provided that each demand for reimbursement by Sxxx Xxx shall be accompanied by copies of supporting invoices and copies of paid receipts, cancelled checks or other reasonable proof of payment or incurrence of liability by Sxxx Xxx, to the extent available. In the event that, with the consent of CSCSxxx Xxx, Computer Sciences GS HBI assumes the defense of any CSC Sxxx Xxx Indemnitee with respect to any Action arising out of any matter from and against which Computer Sciences GS HBI is obligated to indemnify, defend and hold harmless such CSC Sxxx Xxx Indemnitee under this Section 4.1(c2.1(c), such defense shall include the employment of counsel reasonably satisfactory to Computer Sciences GS HBI and CSC Sxxx Xxx and the payment by Computer Sciences GS HBI of all of such counsel’s fees and expenses. CSC Sxxx Xxx shall not be liable for the payment of any settlement of any such Action effected by Computer Sciences GS HBI without the written consent of CSCSxxx Xxx. Computer Sciences GS HBI shall not, without the prior written consent of CSC Sxxx Xxx (not to be unreasonably withheld or delayed), effect any settlement of any Action in respect of which any CSC Sxxx Xxx Indemnitee is a party and from and against which Computer Sciences GS HBI is obligated to indemnify, defend and hold harmless such CSC Sxxx Xxx Indemnitee under this Section 4.1(c2.1(c), unless such settlement is paid, in the first instance, by Computer Sciences GS, contains no admission of wrongdoing on the part of any CSC Indemnitee HBI and includes an unconditional release of all CSC Sxxx Xxx Indemnitees from all liability on all claims that are the subject matter of such Action. CSC Sxxx Xxx agrees to cooperate reasonably with Computer Sciences GSHBI’s defense of any such Action, as reasonably requested by Computer Sciences GS and at Computer Sciences GS’s sole cost and expenseHBI.
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