Common use of Party Claims Clause in Contracts

Party Claims. If any party entitled to be indemnified hereunder (an "Indemnified Party") receives notice of the assertion of any claim in respect of Losses, such Indemnified Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in reasonable detail (the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). The failure by the Indemnified Party to timely provide a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to provide timely notice hereunder. 50 In the event any Indemnifying Party notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (and at its expense) reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party which consent shall not be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article IX. In the event that the Indemnifying Party undertakes the defense of any claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith.

Party Claims. If any party entitled to be indemnified hereunder (an "Indemnified Party") receives notice of the assertion of any claim in respect of Losses, such The Indemnified Party shall promptly notify the ------------------ Indemnifying Parties of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the party Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in reasonable detail (the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). The failure shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the -------- Indemnified Party shall at all times also have the right to timely provide fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a Notice conflict of Claim to interest may exist between the Indemnified Party and any of the Indemnifying Party Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Party of Parties from any liabilityliabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Party is prejudiced by Parties materially prejudices the Indemnified Party's failure rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to provide timely notice hereunder. 50 In the event any Indemnifying Party notifies defend, the Indemnified Party within ten (10) Business Days after shall have the Indemnified Party has given notice of right, but not the matter that the Indemnifying Party is assuming obligation, to undertake the defense thereof: (i) of, and to compromise or settle the Indemnifying Party will defend claim or other matter on behalf, for the Indemnified Party against the matter with counsel of its choice (account and at its expense) reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost risk and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party which consent Parties. The Indemnifying Parties shall not be unreasonably withheld; and (iv) compromise or settle the Indemnifying Party will not consent to the entry of claim or other matter for any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only consideration other than the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent Parties. The Indemnified Parties shall not be unreasonably withheld. In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim make available all information and assistance that the Indemnifying Party is assuming the defense thereofParties may reasonably request; provided, then the Indemnified Party however, that any associated expenses shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of be -------- paid by the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article IX. In the event that the Indemnifying Party undertakes the defense of any claim, the Indemnifying Party will keep the Indemnified Party advised Parties as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewithincurred.

Party Claims. If With respect to claims for indemnification resulting from or in connection with any Claim or any legal proceeding commenced by a third party entitled to be indemnified hereunder (an "Indemnified Party") receives notice of the assertion of any claim in respect of Losses, such Indemnified Third Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in reasonable detail (the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). The failure by , the Indemnified Party to timely provide a will give the Claim Notice of Claim to the Indemnifying Party shall no later than twenty (20) days prior to the time any initial answer or response to the asserted claim is legally required under any applicable court or procedural rule. With respect to Third Party Claims not governed by any applicable court or procedural rule, the Indemnified Party will provide the Claim Notice to the Indemnifying Party within thirty (30) days of receipt of notice of such Claim; provided, however, that the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liabilityliability it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Claim is prejudiced by the Indemnified Party's failure to provide timely notice hereundergive such notice. 50 In the event any The Indemnifying Party notifies will be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party's expense, and at the option of the Indemnifying Party (subject to the limitations set forth below) will be entitled to assume the defense thereof by appointing a recognized and reputable counsel acceptable to the Indemnified Party within ten (10) Business Days after to be the lead counsel in connection with such defense; provided that: the Indemnifying Party provides written notice to the Indemnified Party has given notice of its intention to assume the defense of such Third Party Claims within fifteen (15) days of receipt of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend Claim Notice; and the Indemnified Party against will be entitled to participate in the matter with defense of such Third Party Claim and to employ counsel of its choice (and at its expense) reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except for such purpose provided that the Indemnifying Party will be responsible for the fees and expenses of the such separate co-counsel to the extent will be borne by the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party which consent shall not be unreasonably withheldParty; and (iv) the Indemnifying Party will not consent be entitled to assume control of such defense (unless otherwise agreed to in writing by the entry Indemnified Party) or will relinquish control of any judgment with respect to such defense and in either case will pay the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases fees and expenses of counsel retained by the Indemnified Party from all liability with respect thereto, and, if the Third Party Claim is an environmental claim or any other claim of which the aggregate amount in a settlement or compromise which does not involve only the payment of money by controversy is less than $25,000.00; and if the Indemnifying PartyParty will control the defense of any Third Party Claim, without the Indemnifying Party agrees to vigorously defend such claim and to obtain the prior written consent of the Indemnified Party (which consent shall will not be unreasonably withheld. In the event ) before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as a result of such settlement, injunctive or other relief will be imposed against the Indemnifying Party does (and not notify the Indemnified Party) or such settlement expressly and unconditionally releases the Indemnified Party within ten (10) Business Days after from all liabilities and obligations with respect to such claim, with prejudice. Notwithstanding the above, with regard to any Third Party Claim for Taxes the Indemnified Party's consent to any settlement may be withheld for any reason, unless the proposed settlement is determined not to have any adverse effect on the tax returns, tax treatments, and tax obligations of the Indemnified Party has received a Notice or its Affiliates; and if the Indemnified Party will control the defense of Claim that such claim, the Indemnified Party agrees to vigorously defend such claim and to obtain the prior written consent of the Indemnifying Party is assuming the defense thereof(which consent will not be unreasonably withheld) before entering into any settlement of a claim; provided that prior written consent will not be necessary if pursuant to or as a result of such settlement, then injunctive or equitable relief will be imposed against the Indemnified Party shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of (and not the Indemnifying Party. Unless ) or if such settlement expressly and until unconditionally releases the Indemnifying Party assumes the defense of any claim, the Indemnifying Party shall advance from all liabilities and obligations with respect to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article IX. In the event that the Indemnifying Party undertakes the defense of any claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewithprejudice.

Party Claims. If any party Promptly after receipt by a person entitled to be indemnified hereunder (an "Indemnified Party") receives indemnity under this Section 0 of notice of the assertion of any claim in respect of Lossesa Third-Party Claim against it, such Indemnified Party Person shall give notice to the party who may become person obligated to provide indemnification hereunder indemnify pursuant to this Section (the an "Indemnifying PartyPerson") written notice describing of the assertion of such claim or fact in reasonable detail (Third-Party Claim, provided that the "Notice of Claim") promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). The failure by the Indemnified Party to timely provide a Notice of Claim to notify the Indemnifying Party shall Person will not relieve the Indemnifying Party Person of any liabilityliability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified PartyPerson's failure to give such notice. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 0 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide timely reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice hereunderfrom the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. 50 In If the event any Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification unless the Indemnifying Party notifies the Indemnified Party that it disputes or may dispute its indemnification obligation with respect to such Third-Party Claim, and (ii) no 49 compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) Business Days days after the Indemnified Party has given Person's notice of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (and at its expense) reasonably satisfactory given, give notice to the Indemnified Party; (ii) Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel Person to the extent it is finally determined that such Third-Party Claim is the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent obligation of the Indemnifying Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it other than as a result of monetary damages for which consent shall not it would be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article IXAgreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). EOF (prior to its dissolution) and Kremer hereby consent to the nonexclusive jurisdiction of any couxx xx which a proceeding in respect of a Third-Party Claim is brought against any TLC Indemnified Person for purposes of any claim that a TLC Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on the EOF with respect to such a claim anywhere in the world; provided, however, that the Person asserting such Third-Party Claim and the TLC Indemnified Persons each are subject to such jurisdiction. With respect to any Third-Party Claim subject to indemnification under this Section 0: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 0, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the event that the Indemnifying Party undertakes defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any claimThird-Party Claim shall, to the Indemnifying Party will keep the Indemnified Party advised extent possible, be made so as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed preserve any applicable attorney-client or served in connection therewithwork-product privilege.

Party Claims. If In the event that any Claim for which a party entitled to be indemnified hereunder (an "Indemnified Party") receives notice of the assertion of any claim in respect of Losses, such Indemnified Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying PartyIndemnitee") written notice describing would be entitled to indemnification under this Agreement is asserted against or sought to be collected from the Indemnitee by a third party the Indemnitee shall promptly notify the other party (the "Indemnitor") of such claim Claim, specifying the nature thereof, the applicable provision in this Agreement or fact other instrument under which the Claim arises, and the amount or the estimated amount thereof (the "Claim Notice"). The Indemnitor shall have 30 days (or, if shorter, a period to a date not less than ten days prior to when a responsive pleading or other document is required to be filed but in reasonable detail no event less than 10 days from delivery or mailing of the Claim Notice) (the "Notice of ClaimPeriod") to notify the Indemnitee (a) whether or not it disputes the Claim and (b) if liability hereunder is not disputed, whether or not it desires to defend the Indemnitee. If the Indemnitor elects to defend by appropriate proceedings, such proceedings shall be promptly (settled or prosecuted to a final conclusion in such a manner as to avoid any risk of damage to the Indemnitee; and in all costs and expenses of such proceedings and the amount of any event within ten (10) Business Days after receiving any written notice from a third party). The failure judgment shall be paid by the Indemnified Party Indemnitor. If the Indemnitee desires to timely provide a Notice of Claim to the Indemnifying Party shall participate in, but not relieve the Indemnifying Party of control, any liabilitysuch defense or settlement, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to provide timely notice hereunder. 50 In the event any Indemnifying Party notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (and at its expense) reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party it may retain separate co-counsel do so at its sole cost and expense (except that expense. If the Indemnifying Party will Indemnitor has disputed the Claim, as provided above, and shall not defend such Claim, the Indemnitee shall have the right to control the defense or settlement of such Claim, in its sole discretion, and shall be responsible reimbursed by the Indemnitor for the fees its reasonable costs and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry such defense. Neither Indemnitee nor Indemnitor shall be liable for any settlement of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party which consent shall not be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, Claim without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall have the right, subject to the provisions of this Article IX, to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article IX. In the event that the Indemnifying Party undertakes the defense of any claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewithparty.