Common use of Responsibility for Defense Clause in Contracts

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) days after receipt of any notice of a Claim, Indemnitor will, by giving written notice to Indemnitee, have the right to assume responsibility for the defense of the Claim in the name of Indemnitee or otherwise as Indemnitor may elect; provided that Indemnitor also acknowledge in writing its responsibility to indemnify Indemnitee with respect to such Claim; and provided further that failure of Indemnitor to exercise its right to assume responsibility for the defense of any Claim shall not restrict the ability of Indemnitee to subsequently join Indemnitor as a party in any litigation respecting such Claim nor shall Indemnitee be obligated to permit Indemnitor to assume or to continue responsibility for the defense if Indemnitee believes its rights, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardized. In such event, Indemnitee shall have the right to defend the Claim and shall be automatically deemed to have reserved all of its rights against Indemnitor. (c) Notwithstanding Indemnitor’s responsibility for the defense of a Claim, Indemnitee shall have the right to participate, at its own expense and with its own counsel, in the defense of a Claim and Indemnitor will consult with Indemnitee from time to time on matters relating to the defense of such Claim and will provide such information and assistance as Indemnitee deem reasonably necessary to defend the Claim. Indemnitee will provide Indemnitor with copies of all pleadings and correspondence relating to the Claim and will keep Indemnitee appraised of proposed adjustments, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor shall not be entitled to compromise or settle any such action without the prior written consent of Indemnitee.

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) days after receipt of any notice of a Claimclaim made under Section 10.01 or Section 10.02 hereof, Indemnitor but not less than five (5) business days prior to the time the indemnifying party is required to respond to a claim, the indemnifying party will, by giving written notice to Indemniteethe indemnified party, have the right to assume responsibility for the defense of the Claim claim in the name of Indemnitee the indemnified party or otherwise as Indemnitor the indemnifying party may elect; provided that Indemnitor the indemnifying party also acknowledge acknowledges in writing its responsibility to indemnify Indemnitee the indemnified party with respect to such Claimclaim; and provided further that failure of Indemnitor the indemnifying party to exercise its right to assume responsibility for the defense of any Claim claim shall not restrict the ability of Indemnitee to the indemnified party from subsequently join Indemnitor joining such indemnifying party as a party in any litigation respecting such Claim nor shall Indemnitee be obligated to permit Indemnitor to assume or to continue responsibility for the defense if Indemnitee believes its rights, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardizedclaim. In such event, Indemnitee the indemnified party shall have the right to defend the Claim claim and shall be automatically deemed to have reserved all of its rights against Indemnitor. (c) Notwithstanding Indemnitorthe indemnifying party, including the right to seek reimbursement for the indemnified party’s reasonable attorneys’ fees and costs of defense. If an indemnifying party has undertaken responsibility for the defense of a Claimclaim, Indemnitee the indemnified party shall nonetheless have the right to participate, at its own expense and with its own counsel, in the defense of a Claim claim and Indemnitor the indemnifying party will consult with Indemnitee the indemnified party from time to time on matters relating to the defense of such Claim claim and will provide such information and assistance as Indemnitee the parties deem reasonably necessary to defend the Claimclaim. Indemnitee The indemnifying party will provide Indemnitor the indemnified party with copies of all pleadings and correspondence relating to the Claim such claim and will keep Indemnitee appraised the indemnified party apprised of proposed adjustmentsadjustment, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor the indemnifying party shall not be entitled to compromise or settle any such action without the prior written consent of Indemniteethe indemnified party, unless the settlement is for payment of money only and without an admission of liability on the part of the indemnified party.

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) 30 days after receipt of any notice of such notice, but not less than five working days before the time the Claimant is required to respond to a Claim, the Indemnitor will, by giving written notice to Indemniteethe Claimant, have the right to assume responsibility for the defense of the Claim Claim, through counsel reasonably acceptable to the Claimant, at the expense of the Indemnitor, in the name of Indemnitee the Claimant or otherwise as the Indemnitor may elect; provided that the Indemnitor also acknowledge in writing its agrees that it does have responsibility to indemnify Indemnitee the Claimant with respect to such Claim; and provided further that failure of Indemnitor Claim (subject to exercise its right to assume the limitations set forth in Section 9.5). Otherwise, the Claimant will have responsibility for the defense of any the Claim. Subject to the provisions of subsections 9.3(C) and (D) below, the party having responsibility for defense of a Claim shall not restrict (the ability of Indemnitee “Defending Party”) will have the full authority to subsequently join Indemnitor as a party in any litigation respecting defend, cure, adjust, compromise, or settle such Claim nor shall Indemnitee be obligated to permit or appeal any judgment or ruling of a court or other tribunal in connection with such Claim in its own name and/or in the name of the other party. Notwithstanding the forgoing provisions of this Section 9.3(B), an Indemnitor to assume or to continue responsibility for the defense if Indemnitee believes its rights, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardized. In such event, Indemnitee shall will not have the right to defend the Claim and shall be automatically deemed to have reserved all assume control of its rights against Indemnitor. (c) Notwithstanding Indemnitor’s responsibility for the defense of a Claim, Indemnitee shall have the right to participate, at its own expense and with its own counsel, in the defense of a Claim and Indemnitor will consult with Indemnitee from time to time on matters relating to the defense of such Claim third party action if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation against a Claimant; (ii) the claim seeks an injunction or equitable relief against the Claimant; (iii) the Claimant has been advised in writing by counsel that there is a conflict of interest between the Indemnitor and will provide such information and assistance the Claimant (other than with respect to an conflict arising solely as Indemnitee deem a consequence of a duty to indemnify arising out of this Article 9); (iv) the Claimant reasonably necessary to defend the Claim. Indemnitee will provide Indemnitor believes an adverse determination with copies of all pleadings and correspondence relating respect to the Claim action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially adverse and will keep Indemnitee appraised of proposed adjustments, compromises and settlements. Notwithstanding anything herein detrimental to the contraryClaimant’s reputation, Tax position, or future business prospects or is likely to establish a precedential or customary practice materially adverse to the continuing business or Tax Position or of the Claimant; (v) the appropriate court rules that the Indemnitor shall not be entitled failed or is failing to compromise vigorously prosecute or settle defend such claim; or (vi) the Indemnitor is insolvent or is the subject of any such action without voluntary or involuntary bankruptcy proceeding or assignment for the prior written consent benefit of Indemniteeits creditors.

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) days after receipt of any notice of a Claimclaim made under Section 10.01 or 10.02 hereof, Indemnitor but not fewer than five (5) business days prior to the time the indemnifying party is required to respond to a claim, the indemnifying party will, by giving written notice to Indemniteethe indemnified party, have the right to assume responsibility for the defense of the Claim claim in the name of Indemnitee the indemnified party or otherwise as Indemnitor the indemnifying party may elect; provided that Indemnitor the indemnifying party also acknowledge acknowledges in writing its responsibility to indemnify Indemnitee the indemnified party with respect to such Claimclaim; and provided further that failure of Indemnitor the indemnifying party to exercise its right to assume responsibility for the defense of any Claim claim shall not restrict the ability of Indemnitee to the indemnified party from subsequently join Indemnitor joining such indemnifying party as a party in any litigation Proceeding respecting such Claim nor shall Indemnitee be obligated to permit Indemnitor to assume or to continue responsibility for the defense if Indemnitee believes its rights, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardizedclaim. In such event, Indemnitee the indemnified party shall have the right to defend the Claim claim and shall be automatically deemed to have reserved all of its rights against Indemnitor. (c) Notwithstanding Indemnitorthe indemnifying party, including the right to seek reimbursement for the indemnified party’s reasonable attorneys’ fees and costs of defense. If an indemnifying party has undertaken responsibility for the defense of a Claimclaim, Indemnitee the indemnified party shall nonetheless have the right to participate, at its own expense and with its own counsel, in the defense of a Claim claim and Indemnitor the indemnifying party will consult with Indemnitee the indemnified party from time to time on matters relating to the defense of such Claim claim and will provide such information and assistance as Indemnitee the parties deem reasonably necessary to defend the Claimclaim. Indemnitee The indemnifying party will provide Indemnitor the indemnified party with copies of all pleadings and correspondence relating to the Claim such claim and will keep Indemnitee appraised the indemnified party apprised of proposed adjustmentsadjustment, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor the indemnifying party shall not be entitled to compromise or settle any such action without the prior written consent of Indemniteethe indemnified party, unless the settlement is for payment of money only and without an admission of liability on the part of the indemnified party.

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) days after receipt of any notice of a Claimclaim made under Section 8.1 or 8.2 hereof, Indemnitor but not less than five (5) working days prior to the time the indemnifying party is required to respond to a claim, the indemnifying party will, by giving written notice to Indemniteethe indemnified party, have the right to assume responsibility for the defense of the Claim claim in the name of Indemnitee indemnified party or otherwise as Indemnitor the indemnifying party may elect; provided that Indemnitor the indemnifying party also acknowledge in writing its responsibility to indemnify Indemnitee the indemnified party with respect to such Claimclaim; and provided further that failure of Indemnitor the indemnifying party to exercise its right to assume responsibility for the defense of any Claim claim shall not restrict the ability of Indemnitee to the indemnified party from subsequently join Indemnitor joining such indemnifying party as a party in any litigation respecting such Claim nor shall Indemnitee be obligated to permit Indemnitor to assume or to continue responsibility for the defense if Indemnitee believes its rights, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardizedclaim. In such event, Indemnitee the indemnified party shall have the right to defend the Claim claim and shall be automatically deemed to have reserved all of its rights against Indemnitor. (c) Notwithstanding Indemnitorthe indemnifying party, including the right to seek reimbursement for the indemnified party’s reasonable attorneys’ fees and costs of defense. If an indemnifying party has undertaken responsibility for the defense of a Claimclaim, Indemnitee the indemnified party shall nonetheless have the right to participate, at its own expense and with its own counsel, in the defense of a Claim claim and Indemnitor the indemnifying party will consult with Indemnitee the indemnified party from time to time on matters relating to the defense of such Claim claim and will provide such information and assistance as Indemnitee the parties deem reasonably necessary to defend the Claimclaim. Indemnitee The indemnifying party will provide Indemnitor the indemnified party with copies of all pleadings and correspondence relating to the Claim such claim and will keep Indemnitee appraised the indemnified party apprised of proposed adjustmentsadjustment, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor the indemnifying party shall not be entitled to compromise or settle any such action without the prior written consent of Indemniteethe indemnified party, unless the settlement is for payment of money only and without an admission of liability on the part of the indemnified party.

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) days after receipt of -------------------------- any notice of a claim made under Section 8.1 hereof, but not less than five (5) working days prior to the time Purchaser is required to respond to a Claim, Indemnitor Seller and each Indemnifying Shareholder will, by giving written notice to IndemniteePurchaser, have the right to assume responsibility for the defense of the Claim in the name of Indemnitee Purchaser or otherwise as Indemnitor Seller and each Indemnifying Shareholder may elect; provided that Indemnitor Seller and each Indemnifying Shareholder also acknowledge in writing its their responsibility to indemnify Indemnitee Purchaser with respect to such Claim; and provided further that failure of Indemnitor Seller and the Indemnifying Shareholders to exercise its right their rights to assume responsibility for the defense of any the Claim shall not restrict the ability of Indemnitee to Purchaser from subsequently join Indemnitor joining such indemnitor as a party in any litigation respecting such Claim Claim, nor shall Indemnitee Purchaser be obligated to permit Indemnitor Seller or any Indemnifying Shareholder to assume or to continue responsibility for the defense if Indemnitee believes Purchaser shall have a reasonable basis to believe that its rightsability to receive full indemnification hereunder is in jeopardy for any reason, including without limitation, its right to be fully protected and paid under limitation the indemnification, are financial solvency of Seller or may become impaired or jeopardizedthe Indemnifying Shareholder. In such event, Indemnitee Purchaser shall have the right to defend the Claim and shall be automatically deemed to have reserved all of its rights against IndemnitorSeller and each Indemnifying Shareholder. Seller and the Indemnifying Shareholders are herein sometimes called the "Defending Party. (c) " Notwithstanding Indemnitor’s a Defending Party's responsibility for the defense of a Claim, Indemnitee the other party shall have the right to participate, at its own expense and with its own counsel, in the defense of a Claim and Indemnitor the Defending Party will consult with Indemnitee the other party from time to time on matters relating to the defense of such Claim and will provide such information and assistance as Indemnitee the parties deem reasonably necessary to defend the Claim. Indemnitee The Defending Party will provide Indemnitor the other party with copies of all pleadings and correspondence relating to the such Claim and will keep Indemnitee the other party appraised of proposed adjustmentsadjustment, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor the Defending Party shall not be entitled to compromise or settle any such action without the prior written consent of Indemniteethe Purchaser.

Responsibility for Defense. The following procedures shall be applicable with respect to indemnification for claims by any person that is not a party to this Agreement or an affiliate of a party to this Agreement arising in connection with any provision of this Agreement. (a) Promptly after receipt by a Purchaser Indemnitee or a Seller Indemnitee seeking indemnification hereunder (an “Indemnitee”) of written notice of the assertion or the commencement of any Claim by a third party, whether by legal process or otherwise, with respect to any matter within the scope of this Section, the Indemnitee shall give written notice thereof (the “Notice”) to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”). (b) Within thirty (30) 30 days after receipt of any notice of such notice, but not less than five working days before the time the Claimant is required to respond to a Claim, the Indemnitor will, by giving written notice to Indemniteethe Claimant, have the right to assume responsibility for the defense of the Claim with counsel reasonably satisfactory to the Claimant in the name of Indemnitee the Claimant or otherwise as the Indemnitor may elect; provided that PROVIDED THAT the Indemnitor also acknowledge agrees in writing its reasonably satisfactory to the Claimant that it does have responsibility to indemnify Indemnitee the Claimant with respect to such Claim (with no reservation of rights (including the right to dispute pursuant to Section 8.4) with respect to the indemnified party) for all liabilities and obligations relating to such Claim (whether or not otherwise required under this Purchase Agreement, but subject to the dollar limitation in place with respect to such Claim in Section 8.5) to the Claimant with respect to such Claim; and provided further that failure of Indemnitor to exercise its right to assume . Otherwise, the Claimant will have responsibility for the defense of any Claim shall not restrict such Claim. If the ability Claimant retains the control of Indemnitee to subsequently join Indemnitor as a party in any litigation respecting such Claim nor shall Indemnitee be obligated to permit Indemnitor to assume or to continue responsibility for the defense for a matter for which it intends to seek indemnification hereunder, then such Claimant will act reasonably and seek to mitigate its costs and expenses to the same extent it would if Indemnitee believes its rightsit were defending a matter for which it would not be seeking indemnification hereunder. If the Claim relates to a matter for which it is expected the Indemnitor will not be responsible reason of Section 8.5, including without limitation, its right to be fully protected and paid under the indemnification, are or may become impaired or jeopardized. In such event, Indemnitee shall have Claimant will retain the right to defend the Claim and shall be automatically deemed to have reserved all of its rights against Indemnitor. (c) Notwithstanding Indemnitor’s responsibility for control the defense of a Claimsuch matter until it becomes likely that the Claim will exceed the thresholds referred to in Section 8.5. Subject to the provisions of subsections 8.3(C) and (D) below, Indemnitee shall have the right to participate, at its own expense and with its own counsel, in the party having responsibility for defense of a Claim and Indemnitor (the "Defending Party") will consult with Indemnitee from time have the full authority to time on matters relating to the defense of defend, cure, adjust, compromise, or settle such Claim and will provide or appeal any judgment or ruling of a court or other tribunal in connection with such information and assistance as Indemnitee deem reasonably necessary to defend Claim in its own name and/or in the Claim. Indemnitee will provide Indemnitor with copies name of all pleadings and correspondence relating to the Claim and will keep Indemnitee appraised of proposed adjustments, compromises and settlements. Notwithstanding anything herein to the contrary, Indemnitor shall not be entitled to compromise or settle any such action without the prior written consent of Indemniteeother party.