Common use of Party Claims Clause in Contracts

Party Claims. 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 Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who 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 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 conflict of interest may exist between the Indemnified Party and any of the Indemnifying 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 Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurred.

Party Claims. The Promptly after receipt by a person entitled to indemnity under this Section 0 of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the person obligated to indemnify pursuant to this Section (an "Indemnifying Person") of the assertion of such Third-Party shall promptly Claim, provided that the failure to notify the ------------------ Indemnifying Parties of Person will not relieve the existence Indemnifying Person of any claimliability that it may have to any Indemnified Person, demand or other matter involving liabilities except to third parties to which the extent that the Indemnifying Parties' indemnification obligations could apply and shall give Person demonstrates that the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel defense of their own selection (who shall be approved 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 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 from 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. If the 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) days after the Indemnified Person's notice is given, give notice to the Indemnified 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 Person to the extent it is finally determined that such Third-Party Claim is the 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 approval shall it would be entitled to indemnification under this Agreement, 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 withheld unreasonablybound 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 shall Claim and any related proceedings at all times also have stages thereof where such person is not represented by its own counsel, and (ii) the right to fully participate in the defense 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 defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) if, all communications between any party hereto and counsel responsible for or participating in the reasonable judgment defense of the Indemnified Partyany Third-Party Claim shall, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying 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 Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure possible, be made so as to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise preserve any applicable attorney-client or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredwork-product privilege.

Party Claims. The (a) Any Buyer Indemnified Party or Seller Indemnified Party (each an "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 8.1 above, shall promptly notify give to the ------------------ Indemnifying Parties party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the existence amount of any such claim, demand and a reference to the provision of this Agreement or any Related Document (other matter involving liabilities to third parties to than the Transition Agreement) upon which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity to defend the same at their expense and with counsel of their own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably)such claim is based; provided, howeverthat a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given in accordance with Section 8.6 hereof; and provided further, that (i) the -------- Indemnified Party shall at all times also have the right to 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 conflict of interest may exist between the Indemnified Party and any of the Indemnifying 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 give such Claim Notice shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, Indemnitor of its obligations under this Article 8 except to the extent that it shall have been prejudiced by such failure so failure. (b) Indemnitor shall have thirty (30) days after the giving of any Claim Notice pursuant hereto to notify (i) agree to the Indemnifying Parties materially prejudices amount or method of determination set forth in the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after Claim Notice and to pay such notice, fail amount to defend, the such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice") in accordance with Section 8.5(b)(1) below; (1) Within fifteen (15) days, each party involved in the dispute shall have the rightmeet at a mutually agreed location in New York, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalfNew York, for the account and at purpose of bona fide negotiations to resolve the risk and expense dispute themselves by written agreement. In the event that the parties fail to resolve the dispute within thirty (30) days of the Indemnifying Partieswritten notice, the dispute shall be submitted to arbitration pursuant to Section 8.5(b)(2) and (3) below. (2) If such parties fail to resolve the dispute pursuant to Section 8.5(b)(1) above, any disputes, claims or controversies (hereinafter, a "dispute" or "disputes") arising in connection with or relating to such Claim Notice shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules ("the Arbitration Rules"). The Indemnifying Parties number of arbitrators shall not compromise or settle be three, one of whom shall be appointed by each party and the third to be appointed by the first two arbitrators. Unless otherwise agreed to by the parties in writing, the place of the arbitration shall be New York, New York. The award shall be in writing. The prevailing party (as determined by the arbitrators) shall be entitled to recover its reasonable costs, including administrative fees and expenses, arbitrators' fees and expenses, and attorneys' fees and expenses, incurred in the dispute procedure and the arbitration proceeding. Judgment on any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (3) To the extent that it is fair and reasonable, the following time limits should apply to any arbitration pursuant to Section 8.5: the hearing shall commence within sixty (60) days of the appointment of the arbitrators; each party shall have no longer than five days to present evidence to support its claim or other matter defense; the entire hearing shall be no more than ten days; the parties and arbitrators will use their best efforts to schedule the hearing days for any consideration other consecutive business days; and the award shall be made no more than thirty (30) days following the payment of money without the prior written consent closing of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredhearing.

Party Claims. The Indemnified Party In the event that any Claim for which a party (the "Indemnitee") 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 ------------------ Indemnifying Parties other party (the "Indemnitor") of such Claim, specifying the nature thereof, the applicable provision in this Agreement or 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 no event less than 10 days from delivery or mailing of the existence of any claimClaim Notice) (the "Notice Period") to notify the Indemnitee (a) whether or not it disputes the Claim and (b) if liability hereunder is not disputed, demand whether or other matter involving liabilities to third parties to which the Indemnifying Parties' indemnification obligations could apply and shall give the Indemnifying Parties a reasonable opportunity not it desires to defend the same at their expense and with counsel of their own selection (who Indemnitee. If the Indemnitor elects to defend by appropriate proceedings, such proceedings shall be approved promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of damage to the Indemnitee; and all costs and expenses of such proceedings and the amount of any judgment shall be paid by the Indemnified PartyIndemnitor. If the Indemnitee desires to participate in, which approval but not control, any such defense or settlement, it may do so at its sole cost and expense. If the Indemnitor has disputed the Claim, as provided above, and shall not be withheld unreasonably); provideddefend such Claim, however, that (i) the -------- Indemnified Party Indemnitee shall at all times also have the right to fully participate in control the defense at its own expense, (ii) ifor settlement of such Claim, in its sole discretion, and shall be reimbursed by the Indemnitor for its reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party costs and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such defense on behalf expenses of such Indemnified Party, and (iii) the failure to so notify the Indemnifying Parties defense. Neither Indemnitee nor Indemnitor shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of the Indemnifying Parties. If the Indemnifying Parties shall, within a reasonable time after such notice, fail to defend, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter be liable for any consideration other than the payment settlement of money any Claim without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that any associated expenses shall be -------- paid by the Indemnifying Parties as incurredother party.