Rejection of Claim. If Indemnitor fails to respond affirmatively within ten days of receipt of a Claim Notice, it will be deemed to have denied responsibility for the Claim. If Indemnitor denies responsibility for the Claim (or if it assumes the defense of the Claim, but subsequently fails to pursue the defense in good faith) the Claimant may assume the defense of the Claim with counsel of his own choosing, and the cost of counsel will then be subject to possible indemnity pursuant to this Section 5. If Claimant assumes the defense of a Claim, it shall have the sole right and authority to conduct the defense and/or settle the Claim on such terms as it deems appropriate, but (subject to negotiation of a joint defense agreement) shall share information concerning the Claim with Indemnitor or his counsel.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Valiant Health Care, Inc.), Asset Purchase Agreement (Willing Holding, Inc.), Asset Purchase Agreement (U S Plastic Lumber Corp)
Rejection of Claim. If Indemnitor fails to respond affirmatively within ten (10) days of receipt of a Claim Notice, it will be deemed to have denied responsibility for the Claim. If Indemnitor denies responsibility for the Claim (or if it assumes the defense of the Claim, but subsequently fails to pursue the defense in good faith) the Claimant may assume the defense of the Claim with counsel of his his/her/its own choosing, and the cost of counsel will then be subject to possible indemnity pursuant to this Section 5. Article X. If Claimant assumes the defense of a Claim, it shall have the sole right and authority to conduct the defense and/or settle the Claim on such terms as it deems appropriate, but (subject to negotiation of a joint defense agreement) shall share information concerning the Claim with Indemnitor or his his/her/its counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sierra Resource Group Inc)
Rejection of Claim. If Indemnitor fails to respond affirmatively within ten days 10 Business Days of receipt of a Claim Notice, it will be deemed to have denied responsibility for the Claim. If Indemnitor denies responsibility for the Claim (or if it assumes the defense of the Claim, but subsequently fails to pursue the defense in good faith) the Claimant may assume the defense of the Claim with counsel of his its own choosing, and the cost of counsel will then be subject to possible indemnity pursuant to this Section 5Section. If Claimant assumes the defense of a Claim, it shall have the sole right and authority to conduct the defense and/or settle the Claim on such terms as it deems appropriate, but (subject to negotiation of a joint defense agreement) shall share information concerning the Claim with Indemnitor or his its counsel.
Appears in 1 contract
Rejection of Claim. If Indemnitor fails to respond affirmatively within ten (10) days of receipt of a Claim Notice, it will be deemed to have denied responsibility for the Claim. If Indemnitor denies responsibility for the Claim (or if it assumes the defense of the Claim, but subsequently fails to pursue the defense in good faith) the Claimant may assume the defense of the Claim with counsel of his its own choosing, and the cost of counsel will then be subject to possible indemnity pursuant to this Section 59. If Claimant assumes the defense of a Claim, it shall have the sole right and authority to conduct the defense and/or settle the Claim on such terms as it deems appropriate, but (subject to negotiation of a joint defense agreement) shall share information concerning the Claim with Indemnitor or his its counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (WHX Corp)