Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Buyer Indemnitee of actual Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence from the party asserting such claim or initiating such action. The indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld. (b) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related to claims as to which indemnification is payable under Sections 6.2 or 6.3, as such expenses are incurred and in the case of a Buyer Indemnitee seeking such indemnification, such Buyer Indemnitee shall have the right, exercisable with notice to Seller, to request payment of the amount of such indemnity claim against the Seller's Indemnification Escrow in accordance with the provisions of the Escrow Agreement. The party seeking indemnification shall have full rights to dispose of such action and enter into any monetary compromise or settlement. (c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.
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Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Buyer Indemnitee of actual Knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence from the party asserting such claim or initiating such action. The indemnifying party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event a claim arises that is covered by the indemnifying party assumes the defense indemnity provisions of such action Sections 9.2, 9.3 or claim9.5, it written notice shall be conducted promptly given by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.
(b) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the indemnifying party. A delay or failure by a party seeking indemnification to provide such prompt written notice to the other party of such claim shall not render the indemnification provisions invalid against such seeking party, except to the extent that the other party is prejudiced by such fees and expenses related delay or failure in its attempt to claims as mitigate or resolve such claim. (b) Provided that the indemnifying party admits in writing to which the party seeking indemnification that such claim is payable under covered by the indemnity provisions of Sections 6.2 9.2, 9.3 or 6.39.5, as such expenses are incurred and in the case of a Buyer Indemnitee seeking such indemnification, such Buyer Indemnitee indemnifying party shall have the right, exercisable with notice right to Seller, contest and defend by all appropriate legal proceedings such claim and to request payment control all settlements (unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of the amount of indemnifying party; provided, however, that the indemnifying party may not effect any settlement that could result in any cost, expense or liability to the party seeking indemnification or subject the party seeking indemnification to other than monetary damages unless such indemnity claim against party consents in writing prior to such settlement and the Seller's Indemnification Escrow in accordance with the provisions of the Escrow Agreementindemnifying party agrees to indemnify such party therefor. The party seeking indemnification may select counsel to participate in any defense, in which event counsel for the party seeking indemnification shall have full rights to dispose be at the sole cost and expense of such action and enter into any monetary compromise or settlementparty.
(c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.
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Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Buyer the Company Indemnitee of actual Knowledge knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnifying indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event that If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.
(b) With respect to For actions as to which where the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related relate to claims as to which indemnification is payable under Sections 6.2 or 6.3, as such expenses are incurred and in the case of a Buyer Indemnitee seeking such indemnification, such Buyer Indemnitee shall have the right, exercisable with notice to Seller, to request payment of the amount of such indemnity claim against the Seller's Indemnification Escrow in accordance with the provisions of the Escrow Agreement. The party seeking indemnification shall have full rights to dispose of such action and enter into any monetary compromise or settlementincurred.
(c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.
(d) No indemnified party shall have the right to settle any action brought against it without the consent of the indemnifying party. The indemnifying party shall have the right to settle any action brought against an indemnified party as long as the indemnified party has been delivered a complete release as a condition of the settlement.
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Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee MIT, Cimerman or Buyer Indemnitee HMLF of actual Knowledge knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnifying indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event that If the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.
(b) With respect to For actions as to which where the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheldaction. The indemnifying party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related relate to claims as to which indemnification is payable under Sections 6.2 or 6.3this Agreement, as such expenses are incurred and in the case of a Buyer Indemnitee seeking such indemnification, such Buyer Indemnitee shall have the right, exercisable with notice to Seller, to request payment of the amount of such indemnity claim against the Seller's Indemnification Escrow in accordance with the provisions of the Escrow Agreement. The party seeking indemnification shall have full rights to dispose of such action and enter into any monetary compromise or settlementincurred.
(c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.
(d) No indemnified party shall have the right to settle any action brought against it without the consent of the indemnifying party, unless the indemnifying party does not assume the defense and control of such action. The indemnifying party shall be responsible for the costs of such settlement. The indemnifying party shall have the right to settle any action brought against an indemnified party as long as the indemnified party has been delivered a complete release as a condition of the settlement.
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Samples: Merger Agreement (Homelife Inc)
Procedure for Third Party Claims. (a) Notice to the indemnifying party shall be given promptly after receipt by any Seller Indemnitee or Buyer Purchaser Indemnitee of actual Knowledge knowledge of the commencement of any action or the assertion of any claim that will likely result in a claim by it for indemnity pursuant to this Agreement. Such notice shall set forth in reasonable detail the nature of such action or claim to the extent known, and include copies of any written correspondence or pleadings from the party asserting such claim or initiating such action. The indemnifying indemnified party shall be entitled, at its own expense, to assume or participate in the defense of such action or claim. In the event that the indemnifying party assumes the defense of such action or claim, it shall be conducted by counsel chosen by such party and approved by the party seeking indemnification, which approval shall not be unreasonably withheld.
(b) With respect to actions as to which the indemnifying party does not exercise its right to assume the defense, the party seeking indemnification shall assume and control the defense of and contest such action with counsel chosen by it and approved by the indemnifying party, which approval shall not be unreasonably withheld. The indemnifying party shall be entitled to participate in the defense of such action, the cost of such participation to be at its own expense. The indemnifying party shall be obligated to pay the reasonable attorneys' fees and expenses of the party seeking indemnification to the extent that such fees and expenses related to claims as to which indemnification is payable under Sections 6.2 or 6.3, as such expenses are incurred and in the case of a Buyer Indemnitee seeking such indemnification, such Buyer Indemnitee shall have the right, exercisable with notice to Seller, to request payment of the amount of such indemnity claim against the Seller's Indemnification Escrow in accordance with the provisions of the Escrow Agreement. The party seeking indemnification shall have full rights to dispose of such action and enter into any monetary compromise or settlementincurred.
(c) Both the indemnifying party and the indemnified party shall cooperate fully with one another in connection with the defense, compromise, or settlement of any such claim or action, including, without limitation, by making available to the other all pertinent information and witnesses within its control.
(d) No indemnified party shall have the right to settle any action brought against it without the consent of the indemnifying party. The indemnifying party shall have the right to settle any action brought against an indemnified party as long as the indemnified party has been delivered a complete release as a condition of the settlement.
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