Common use of Rights of Indemnifying Party Clause in Contracts

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 6.10(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 7.8, 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: (i) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (ii) such Third Party Claim involves criminal liability or (iii) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(4).

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 rightIndemnified Party whether the Indemnifying Party desires, at the Indemnifying Parties’ sole cost and expense and by counsel of its expenseown choosing, to participate in but not assume and control the negotiation, settlement or defence defense of the Third Party Claim, which control shall rest at all times with the Indemnified Party (except as otherwise described in Section 6.10(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 provided that this right of the Indemnifying Party’s financial ability Party to indemnify assume and control the Indemnified Party; and (c) in the case defense of a Third Party Claim that concerns 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 TaxesParty, complies and continues to comply with its obligations under Section 7.8, in which case or (iii) where the person making the Third Party Claim is a Governmental Authority. If the Indemnifying Party may has the right to, and undertakes to, assume such and control at its expense through counsel the defense of its choice; provideda Third Party Claim, however, that notwithstanding the foregoing, (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 permitted unreasonably withheld, delayed or conditioned), consent to assume control any settlement which (x) does not contain a full and final release of the negotiation, settlement or defence Indemnified Party from the subject matter of the Third Party Claim if: (i) such Third Party Claim seeks equitable relief against and settlement, (y) requires an express admission of wrongdoing by the Indemnified Party as a primary form of relief; (ii) such Third Party Claim involves criminal liability or (iiiz) such Third provides for injunctive or other non-monetary relief affecting the Indemnified Party Claim concerns Indemnified Taxes discussed in Section 6.10(4)any way.

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 6.10(47.11(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;; and (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 7.8, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iiB) such Third Party Claim involves criminal liability liability; (C) such Third Party Claim is by a current material customer or supplier of the Purchaser Business the Purchaser or its Affiliates; or (iiiD) such Third Party Claim concerns Indemnified those Taxes discussed in Section 6.10(47.11(4).

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 6.10(4))Party, 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;; and (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 7.8, 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: (i) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; or (ii) such Third Party Claim involves criminal liability or (iii) such Third Party Claim concerns of the Indemnified Taxes discussed in Section 6.10(4)Party.

Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party (in the case of a Seller Indemnified Party, the Sellers’ Representative on its behalf) 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 6.10(4))Party, unless the Indemnifying Party:Party (in the case of an Indemnifying Party that is a Seller, the Sellers’ Representative on its behalf): (ai) 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;; and (bii) furnishes evidence to the Indemnified Party whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party Party, acting reasonably, 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 7.8, in which case the Indemnifying Party (or the Sellers’ Representative, as applicable) 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iiB) such Third Party Claim involves criminal liability liability; or (iiiC) such Third Party Claim concerns Indemnified Taxes discussed is by a current material customer or supplier of the Purchased Business, the Purchaser or its Affiliates, or (D) the Third Party Claims could reasonably result in Section 6.10(4)Damages in excess of, the Indemnifying Party’s maximum remaining indemnification obligations under this Agreement.

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 6.10(4))Party, 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;; and (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 7.8, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; or (iiB) such Third Party Claim involves criminal liability or (iii) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(4)liability.

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 investigation, 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 6.10(47.9(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 of, all Damages relating to, to the Third Party Claim;; and (b) furnishes evidence to the Indemnified Party whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party (acting reasonably) 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 7.8, 42 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 investigation, negotiation, settlement or defence of the Third Party Claim if: (i) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; or (ii) such Third Party Claim involves criminal liability or (iii) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(4)liability.

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 6.10(4))Party, 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) in the case of a Third Party Claim relating to Taxes, funds the payment of any Taxes required to contest any such Third Party Claim; and (c) furnishes evidence to the Indemnified Party whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party 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 7.8, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iiB) there is a reasonable probability that such Third Party Claim would result in direct monetary damages or payments in excess of 90% 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 liability; or (iiiD) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(4)is by a current material customer or supplier of the Purchaser or its Affiliates or a material customer or Material Supplier of the Corporation.

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 6.10(46.12(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 7.87.11, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iiB) 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 liability; (D) such Third Party Claim is by a current material customer or supplier of the Business, the Purchaser or its Affiliates; or (iiiE) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(46.12(4).

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 6.10(46.15(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 7.87.11, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iiB) 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 liability; (D) such Third Party Claim is by a current material customer or supplier of the Business, the Purchaser or its Affiliates; or (iiiE) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(46.15(4).

Rights of Indemnifying Party. In the event a Claim Notice is delivered with respect to case of a Third Party Claim, the Indemnifying Party shall have the right30 days from receipt of a Claim Notice to elect, at its expenseoption, to participate in but not assume and control the negotiationdefense of, settlement or defence at its own expense and by counsel of the its own choosing, any such Third Party Claim, which control and shall rest at be entitled to assert any and all times with defences available to the Indemnified Party (except as otherwise described in Section 6.10(4))to the fullest extent permitted by Applicable Law, unless the Indemnifying Partyprovided that: (ai) in connection with the election to assume and control the defense of such Third Party claim, the Indemnifying Party irrevocably and unconditionally acknowledges in writing complete responsibility for, and agrees its obligation to indemnify the Indemnified Party in accordance with the terms of this Article 14 with respect of all Damages relating to, the to such Third Party Claim; (bii) furnishes evidence to 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 whenever requested and the Indemnifying Party, representation by the Indemnified 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, which is satisfactory from time to time, at the request of the Indemnified Party provides reasonable assurance to the Indemnified Party of the Indemnifying Party’s financial ability capacity 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 7.8, 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: (i) defend such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (ii) such Third Party Claim involves criminal liability or (iii) such Third Party Claim concerns Indemnified Taxes discussed and to provide indemnification in Section 6.10(4)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 6.10(4))Party, unless the Indemnifying Party: (a) irrevocably and unconditionally acknowledges in writing writing, subject to the facts provided by the Party seeking indemnification being accurate in all material respects and no new material facts being discovered that suggest a claim for indemnification is not appropriate, complete responsibility for, and agrees to indemnify the Indemnified Party in respect of all Damages relating to, the Third Party Claim;; and (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 7.8, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (iiB) 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 5; (C) such Third Party Claim involves criminal liability liability; or (iiiD) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(4)is by a current material customer or supplier of the Company.

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 6.10(4))Party, 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;; and (b) furnishes evidence to the Indemnified Party whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party Party, acting reasonably, 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 7.8, 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: (iA) such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; or (iiB) such Third Party Claim involves criminal liability or (iii) such Third Party Claim concerns Indemnified Taxes discussed in Section 6.10(4)liability.