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 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 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 desiresright, at the Indemnifying Parties’ sole cost and expense and by counsel of its own choosingexpense, to assume and participate in but not control the defense negotiation, settlement or defence of the Third Party Claim, provided that this right 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 Party’s financial ability to assume and control indemnify the defense 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 apply be permitted to any assume control of the negotiation, settlement or defence of the Third Party Claim if: (i) alleging any criminal or quasi-criminal wrongdoing, including fraud, such Third Party Claim seeks equitable relief against the Indemnified Party as a primary form of relief; (ii) which impugns the reputation of an Indemnified Party, such Third Party Claim involves criminal liability 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 concerns Indemnified Party or (z) provides for injunctive or other non-monetary relief affecting the Indemnified Party Taxes discussed in any waySection 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 thirty (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, to assume and control the defense of a Third Party Claim, (Ai) the Indemnifying Party shall use its best reasonable efforts to defend against such Third Party Claim, Claim and (Bii) 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 (xA) does not contain a full and final release of the Indemnified Party from the subject matter of such Third Party Claim and settlement, (yB) requires an express admission of wrongdoing by the Indemnified Party or (zC) provides for injunctive or other non-monetary relief affecting the Indemnified Party in any way.

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 30 days from its receipt of a Claim Notice to notify the Indemnified Party whether the Indemnifying Party desiresright, at the Indemnifying Parties’ sole cost and expense and by counsel of its own choosingexpense, to assume and participate in but not control the defense negotiation, settlement or defence of the Third Party Claim, provided which control shall rest at all times with the Indemnified Party, unless the Indemnifying Party (in the case of an Indemnifying Party that this right is a Seller, the Sellers’ Representative on its behalf): (i) 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 (ii) 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; 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 and control of the defense negotiation, settlement or defence 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, if: (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 seeks equitable relief against the Indemnified Party as a primary form of relief; (B) such Third Party Claim involves criminal liability; or (zC) provides for injunctive such Third Party Claim is by a current material customer or other non-monetary relief affecting supplier of the Indemnified Purchased Business, the Purchaser or its Affiliates, or (D) the Third Party Claims could reasonably result in any wayDamages in excess of, the Indemnifying Party’s maximum remaining indemnification obligations under this Agreement.