Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in but not control the negotiation, settlement or defence of the Third Party Claim, which control shall rest at all times with the Indemnified Party.
Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have 30 days from its receipt of a Claim Notice to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Parties’ sole cost and expense and by counsel of its own choosing, to assume and control the defense of the Third Party Claim, provided that this right of the Indemnifying Party to assume and control the defense of a Third Party Claim shall not apply to any Third Party Claim (i) alleging any criminal or quasi-criminal wrongdoing, including fraud, (ii) which impugns the reputation of an Indemnified Party, or (iii) where the person making the Third Party Claim is a Governmental Authority. If the Indemnifying Party has the right to, and undertakes to, assume and control the defense of a Third Party Claim, (A) the Indemnifying Party shall use its best reasonable efforts to defend against such Third Party Claim, and (B) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to any settlement which (x) does not contain a full and final release of the Indemnified Party from the subject matter of such Third Party Claim and settlement, (y) requires an express admission of wrongdoing by the Indemnified Party or (z) provides for injunctive or other non-monetary relief affecting the Indemnified Party in any way.
Rights of Indemnifying Party. In the case of a Third Party Claim, the Indemnifying Party shall have 30 days from receipt of a Claim Notice to elect, at its option, to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim, and shall be entitled to assert any and all defences available to the Indemnified Party to the fullest extent permitted by Applicable Law, provided that:
(i) in connection with the election to assume and control the defense of such Third Party claim, the Indemnifying Party irrevocably acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms of this Article 14 with respect to such Third Party Claim;
(ii) the Third Party Claim involves only monetary damages and does not seek any injunctive or other equitable relief;
(iii) if the named parties in any Third Party Claim include both the Indemnified Party and the Indemnifying Party, representation by the same counsel would, in the judgment of the Parties, as applicable, still be appropriate notwithstanding any actual or potential differing interests between them (including the availability of different defences); and
(iv) the Indemnifying Party, from time to time, at the request of the Indemnified Party provides reasonable assurance to the Indemnified Party of the Indemnifying Party’s financial capacity to defend such Third Party Claim and to provide indemnification in respect thereof.
Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in but not control the negotiation, settlement or defence of the Third Party Claim, which control shall rest at all times with the Indemnified Party (except as otherwise described in Section 6.12(4)), unless the Indemnifying Party:
(a) irrevocably and unconditionally acknowledges in writing complete responsibility for, and agrees to indemnify the Indemnified Party in respect of all Damages relating to, the Third Party Claim;
(b) furnishes evidence to the Indemnified Party whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party of the Indemnifying Party’s financial ability to indemnify the Indemnified Party; and
(c) in the case of a Third Party Claim that concerns Indemnified Taxes, complies and continues to comply with its obligations under Section 7.11, in which case the Indemnifying Party may assume such control at its expense through counsel of its choice; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be permitted to assume control of the negotiation, settlement or defence of the Third Party Claim if: (A) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (B) there is a reasonable probability that such Third Party Claim would result in monetary damages or payments in excess of 100% of the amount for which the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to this Article 6; (C) such Third Party Claim involves criminal liability; (D) such Third Party Claim is by a current material customer or supplier of the Business, the Purchaser or its Affiliates; or (E) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.12(4).
Rights of Indemnifying Party. Subject to Section 7.11(b), the Indemnifying Party shall have the right, but not the obligation, at its expense, to assume control of the negotiation, settlement or defence of the Third Party Claim, upon acknowledging in writing responsibility for, and agreeing to indemnify the Indemnified Party in respect of, the Third Party Claim.
Rights of Indemnifying Party. A. Each indemnified party hereunder agrees that within five (5) calendar days following the issuance of any notice from any taxing authority of a Tax assessment or deficiency resulting from any DCL recapture in connection with which a claim for indemnification under this Tax Agreement might be made (a "Claim"), it will give prompt notice thereof to the indemnifying party, together with a statement of such information respecting any of such facts as it may have and a formal demand for indemnification. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Claim if the indemnified party falls to notify the indemnifying party in sufficient time to permit the indemnifying party to defend against such matter and to make a timely response thereto.
B. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Claim with respect to which they are called upon to indemnify the indemnified party; provided, that notice of the intention so to contest shall be delivered by the indemnifying party to indemnified party within 10 days after the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. The indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense.
C. If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the Claim, or any cross-complaint against any Person, and the indemnifying party will reimburse the indemnified party for any expenses it incurs by so cooperating. The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons asserting any Claim the indemnified party or conferences with representatives of or counsel for such Persons.
D. The indemnified party shall take no action which would prejudice the indemnifying party's defense of the matter giving rise to the Claim.
E. The indemnified party shall have no right to recover from a...
Rights of Indemnifying Party. In the case of a Third Party Claim which has the potential to involve Damages payable by the Indemnifying Party which are not excluded as a result of the application of the monetary limitations set out in Section 6.6(1), the Indemnifying Party shall have 60 days from receipt of a Claim Notice to elect, at its option, to exercise its right to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim, and shall be entitled to assert any and all defences available to the Indemnified Party to the fullest extent permitted by Applicable Law; provided that the Indemnifying Party shall not have the right to make such election if such Third Party Claim exclusively: (i) relates to an injunction or other equitable relief against the Indemnified Party, (ii) involves a finding or admission of any violation of Applicable Law or admission of any wrongdoing of the Indemnified Party, (iii) involves a Claim by a Governmental Authority (other than a Third Party Claim for Taxes) or involves a criminal or quasi-criminal Proceeding, or (iv) would reasonably be expected to materially and negatively impact or affect the reputation of any Indemnified Party.
Rights of Indemnifying Party. Promptly after receipt by an indemnified party pursuant to the provisions of Sections 6(b)(vi) or 6(b)(vii) of notice of the commencement of any action, such indemnified party will notify the indemnifying party if a claim thereto is to be made against the indemnifying party of the commencement thereof; to the extent that the omission to notify the indemnifying party shall cause material prejudice to such indemnifying party in connection with defending against any such action it shall be relieved from liability that it may otherwise have to any indemnified party under the provisions of this Agreement. In the event that any such action is brought against any indemnified party, and it duly notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of such action, with counsel satisfactory to such indemnified party; and after notice from the indemnifying party to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action other than reasonable costs of investigation.
Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim and, within ten (10) Business Days after receipt thereof, the Indemnifying Party provides written notice to the Indemnified Party stating that the Indemnifying Party is responsible for the entire Third Party Claim, the Indemnifying Party shall have the right to elect to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be permitted to assume control of the negotiation, settlement or defense of the Third Party Claim if: (i) an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party that, in the reasonable belief of the Indemnified Party, precludes effective joint representation; (ii) the Indemnifying Party has failed or is failing to vigorously prosecute or defend such Third Party Claim which failure continues for more than ten (10) Business Days of written notice from the Indemnified Party to the Indemnifying Party asserting such failure; (iii) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iv) such Third Party Claim involves criminal Liability; or (v) such Third Party Claim is a Tax Claim discussed in Sections 9.5 and 9.6, the control of which shall be governed by Sections 9.5 and 9.6.
Rights of Indemnifying Party. A. Each indemnified party hereunder agrees that within five (5) calendar days following the issuance of any notice from any taxing authority of a Tax assessment or deficiency resulting from any DCL recapture in connection with which a claim for indemnification under this Agreement might be made (a "Claim"), it will give prompt notice thereof to the indemnifying party, together with a statement of such information respecting any of such facts as it may have and a formal demand for indemnification. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Claim if the indemnified party fails to notify the indemnifying party in sufficient time and with sufficient detail to permit the
