Notice of Indemnification. Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Article 6, shall promptly notify in writing the indemnifying party of such commencement. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the written consent of such indemnifying party. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld).
Appears in 4 contracts
Samples: Investment Agreement (Barington/Hilco Acquisition Corp.), Investment Agreement (CB Pharma Acquisition Corp.), Acquisition Agreement (Tremisis Energy Acquisition CORP II)
Notice of Indemnification. Upon receipt by an indemnified party of Promptly upon notice of the commencement against it of any action involving an investigation, action, claim or proceeding ("Indemnifying Event"), a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Article 6, seeking indemnification shall promptly notify in writing the indemnifying party of such commencementIndemnifying Event; provided, however, an omission to notify the indemnifying party of an Indemnifying Event shall not relieve it from any liability which it may have to any indemnified party other than pursuant to this Section. In case any such action an Indemnifying Event is brought against any an indemnified party, party and it notifies an notified the indemnifying party of such commencementthe commencement of the Indemnifying Event, the indemnifying party will shall be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, Indemnifying Event or assume the defense of the actionthereof, with counsel reasonably satisfactory to such the indemnified party, and after notice from . If the indemnifying party to such assumes the defense of an Indemnifying Event, the indemnified party shall bear the expenses of its election to assume the defenseany additional counsel subsequently retained by it, the indemnifying party will not be liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such The indemnified party on account of may not settle any settlement of any claim or action effected without the advance written consent of such the indemnifying party. The indemnifying party will may not settle or compromise any claim or action without the advance written consent of the indemnified party (which unless such settlement completely and finally releases the indemnified party from any and all liability. In either event, such consent shall not be unreasonably withheld).
Appears in 4 contracts
Samples: Servicing Agreement (Aul American Unit Trust), Recordkeeping Agreement (Touchstone Tax Free Trust), Recordkeeping Agreement (Touchstone Investment Trust)
Notice of Indemnification. Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Article 6, shall promptly notify in writing the indemnifying party of such commencement. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Article 6 Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the written consent of such indemnifying partyparty unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld).
Appears in 2 contracts
Samples: Merger Agreement (InovaChem, Inc.), Merger Agreement (InovaChem, Inc.)
Notice of Indemnification. Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claimThird Party Claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Article 6, shall promptly notify in writing the indemnifying party of such commencement; provided, however, that the failure to promptly notify the indemnifying party shall not relieve the indemnifying party from its obligations under Article 6 except to the extent that it is materially prejudiced by such failure. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the written consent of such indemnifying party. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld).
Appears in 1 contract