Common use of Notice of Third Party Claims; Assumption of Defense Clause in Contracts

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable, but in any event no later than ten (10) business days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person except to the extent that the Indemnifying Person demonstrates that its defense of such action is prejudiced by its failure to receive timely notice. The Indemnifying Person may, at its own expense: (a) participate in the defense of any such claim, suit, action or proceeding, and (b) upon notice to the Indemnified Person, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to Section 9.6, to settle or compromise such claim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable, but in any event no later than ten five (105) business days Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 8.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to notify the Indemnifying Person will give such notice shall not relieve the Indemnifying Person of any liability it may have to the Indemnified Person its obligations under this Article VIII except to the extent (if any) that the Indemnifying Person demonstrates that its defense of such action is shall have been prejudiced by its failure to receive timely noticethereby. The Indemnifying Person may, at its own expense: , (a) participate in the defense of any such claim, suit, action or proceeding, proceeding and (b) upon notice to the Indemnified Person, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice and in the event of such assumption, shall have the exclusive right, subject to clause (i) of Section 9.68.7, to settle or compromise such claim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable, but in any event no later than ten (10) business days after receiving notice thereof, practicable to the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not apply)Agreement; provided that the failure of the Indemnified Person to notify the Indemnifying Person will give notice shall not relieve the Indemnifying Person of any liability it may have to the Indemnified Person its obligations under this Article XIII, except to the extent (if any) that the Indemnifying Person demonstrates that its defense of such action is shall have been prejudiced by its failure to receive timely noticethereby. The Indemnifying Person may, at its own expense: expense (a) participate in the defense of any such claim, suit, action or proceeding, and (b) upon notice to the Indemnified Person and the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 13.2 or 13.3 for all Losses arising out of such claim, suit, action or proceeding and that the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof thereof; provided that (i) the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) the Indemnifying Person shall thereafter consult with counsel of its own choice and in the event of Indemnified Person upon the Indemnified Person's reasonable request for such assumption, shall have the exclusive right, subject consultation from time to Section 9.6, time with respect to settle or compromise such claim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.60

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice (the “Initial Notice”) as promptly as is reasonably practicable, but in any event no later than ten (10) business days 10 Business Days after receiving notice thereof, to the Indemnifying Person of the written assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may is to be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount of such claim and the estimated amount (if then susceptible to estimation) that the Indemnified Person at that time plans to seek hereunder from the Indemnifying Person, together with such reasonably available information (if not already available to the Indemnifying Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 8.4 have been satisfied or do not apply); provided provided, that failure of the failure Indemnified Person to notify give such notice of any such claim or commencement shall not release, waive or otherwise affect the obligations under this Article 8 of the Indemnifying Person will not relieve the Indemnifying Person of any liability it may have to the Indemnified Person with respect thereto except to the extent that the Indemnifying Person demonstrates that its defense of such action it is materially prejudiced by its the failure to receive timely or delay in giving such notice. The Indemnifying Person may, at its own expense: , (a) participate in the defense of any such claim, suit, action or proceeding, proceeding and (b) upon notice to the Indemnified Person, at any time during Person within 10 Business Days after the course receipt of any such the Initial Notice from the Indemnified Person of the claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice reasonably acceptable to the Indemnified Person, and in the event of such assumption, shall have the exclusive right, subject to compliance by the Indemnifying Person with clauses (i) and (iii) of Section 9.68.7, to settle or compromise such claim, suit, action or proceeding. If the Indemnifying Person assumes does not so elect to assume such defensedefense in accordance with the terms of this Section 8.6, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to may defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.37

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable, but in any event no later than ten thirty (1030) business days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not applyclaim); provided provided, however, that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability it may have to the so give such notice shall prevent an Indemnified Person except from claiming indemnification with respect to such claim only if, and only to the extent that that, such failure results in the forfeiture of rights and defenses otherwise available with respect to such claim or otherwise results in actual prejudice to the Indemnifying Person demonstrates that its defense of such action is prejudiced by its failure to receive timely noticePerson. The Indemnifying Person may, at its own expense: , (a1) participate in the defense of any such claim, suit, action or proceeding, and (b2) so long as the claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person and does not involve reputational or precedential issues that, in the reasonable judgment of Buyer, could be materially detrimental to Buyer or the Acquired Companies, upon notice to the Indemnified Person given within thirty (30) days of the Indemnifying Person, at any time during ’s receipt of the course notice of any such claim, suit, action or proceedingcommencement thereof, assume the defense thereof with counsel of its own choice and in for so long as the event of such assumption, shall have the exclusive right, subject to Section 9.6, to settle or compromise Indemnifying Person admits complete financial responsibility for such claim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate proceeding in writing and then conducts the defense thereof of such claim actively, diligently and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereofgood faith.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give deliver written notice as promptly as is reasonably practicable, but in any event no later than ten (10) business days Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be reasonably necessary for the Indemnifying Person to determine that whether the limitations in Section 9.4 10.4 have been satisfied or do not apply); provided that the failure to notify timely provide such notice shall not release the Indemnifying Person will not relieve the Indemnifying Person from any of any liability it may have to the Indemnified Person its obligations hereunder except and only to the extent that the Indemnifying Person demonstrates is actually prejudiced by such delay. In the event that its defense such claim or Proceeding is a Tax Claim, the Indemnified Person shall not make any payment of such action is prejudiced Tax Claim for at least thirty days (or such shorter period as may be required by its failure to receive timely applicable Law) after the delivery of such notice. The Indemnifying Person may, at its own expense: , (a) participate in the defense of any such claim, suit, action claim or proceeding, Proceeding and (b) upon written notice to the Indemnified Person, at any time during the course of any such claim, suit, action claim or proceedingProceeding, assume the defense thereof with counsel of its own choice and choice, which counsel shall be reasonably acceptable to the Indemnified Person, and, in the event of such assumption, shall have the exclusive right, right (subject to clause (i) in the proviso in Section 9.6, 10.7) to settle or compromise such claimclaim or Proceeding; provided that (A) the Indemnifying Person conducts the settlement or defense in an active and diligent manner, suit(B) the claim is not in respect of any matter involving criminal liability, (C) the matter that is the subject of the claim does not seek as a cause of action the imposition of an equitable or proceedinginjunctive remedy that is binding upon the Business Entities or any of their Affiliates, (D) the amount at issue in such claim (together with all pending and previously resolved claims) does not exceed the Cap, calculated based on the amount that could reasonably be expected to be paid with respect to such claims assuming that the party bringing such claim against the Indemnified Person were to prevail. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person; provided that, if the Indemnifying Person assumes the defense of a Tax Claim, the Indemnifying Person shall have full control over the defense of such Tax Claim and nothing in this Agreement or otherwise shall require the Indemnifying Person to provide the Indemnified Person with access to, or information regarding, the Indemnifying Person’s U.S. Federal or state combined or unitary Tax Returns which the Indemnifying Person reasonably deems to be confidential; provided further that the Indemnifying Person shall pay all reasonable costs and expenses of counsel for the Indemnified Person if both the Indemnified Person and the Indemnifying Person are named parties to the Proceeding and counsel to the Indemnified Person shall have concluded in good faith that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Person of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Person in respect thereof. Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action claim or proceedingProceeding, all of the parties hereto Parties shall reasonably cooperate in the defense or prosecution thereof.