Common use of Rights of Indemnifying Party Clause in Contracts

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.

Appears in 1 contract

Samples: Shareholder Agreement (Empatan Public LTD Co)

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Rights of Indemnifying Party. In the case of event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have 30 days from receipt of a Claim Notice to electthe right, at its optionexpense, to assume and participate in but not control the defense ofinvestigation, at its own expense and by counsel negotiation, settlement or defence of its own choosing, any such the Third Party Claim, and which control shall be entitled to assert any and rest at all defences available to times with the Indemnified Party to (except as otherwise described in Section 7.9(4)), unless the fullest extent permitted by Applicable Law, provided thatIndemnifying Party: (ia) in connection with the election to assume irrevocably and control the defense of such Third Party claim, the Indemnifying Party irrevocably unconditionally acknowledges in writing its obligation complete responsibility for, and agrees to indemnify the Indemnified Party in accordance with respect of, all Damages relating to 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 (ivb) the Indemnifying Party, from time to time, at the request of the Indemnified Party provides reasonable assurance 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 capacity ability to defend indemnify the Indemnified Party, 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 and to provide indemnification in respect thereofseeks equitable relief against the Indemnified Party as a primary form of relief; or (ii) such Third Party Claim involves criminal liability.

Appears in 1 contract

Samples: Purchase Agreement (New Gold Inc. /FI)

Rights of Indemnifying Party. In the case of event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have 30 days from receipt of a Claim Notice to electthe right, at its optionexpense, to assume and participate in but not control the defense ofnegotiation, at its own expense and by counsel settlement or defence of its own choosing, any such the Third Party Claim, and which control shall be entitled to assert any and rest at all defences available to times with the Indemnified Party to Party, unless the fullest extent permitted by Applicable Law, provided thatIndemnifying Party: (ia) in connection with the election to assume irrevocably and control the defense of such Third Party claim, the Indemnifying Party irrevocably unconditionally acknowledges in writing its obligation complete responsibility for, and agrees to indemnify the Indemnified Party in accordance with respect of all Damages relating to, 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 (ivb) the Indemnifying Party, from time to time, at the request of the Indemnified Party provides reasonable assurance 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 capacity ability to defend indemnify the Indemnified Party; 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 and to provide indemnification in respect thereofseeks equitable relief against the Indemnified Party as a primary form of relief; or (B) such Third Party Claim involves criminal liability.

Appears in 1 contract

Samples: Share Purchase Agreement

Rights of Indemnifying Party. In the case of event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have 30 days from receipt of a Claim Notice to electthe right, at its optionexpense, to assume and participate in but not control the defense ofnegotiation, at its own expense and by counsel settlement or defence of its own choosing, any such the Third Party Claim, and which control shall be entitled to assert any and rest at all defences available to times with the Indemnified Party to Party, unless the fullest extent permitted by Applicable Law, provided thatIndemnifying Party: (ia) in connection with the election to assume irrevocably and control the defense of such Third Party claim, the Indemnifying Party irrevocably unconditionally acknowledges in writing its obligation complete responsibility for, and agrees to indemnify the Indemnified Party in accordance with respect of all Damages relating to, 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 (ivb) the Indemnifying Party, from time furnishes evidence to time, at the request of the Indemnified Party provides reasonable assurance whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party of the Indemnifying Party’s financial capacity ability to defend indemnify the Indemnified Party, 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 and to provide indemnification in respect thereofseeks equitable relief against the Indemnified Party as a primary form of relief; or (ii) such Third Party Claim involves criminal liability of the Indemnified Party.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Rights of Indemnifying Party. In the case of event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have 30 days from receipt of a Claim Notice to electthe right, at its optionexpense, to assume and participate in but not control the defense ofnegotiation, at its own expense and by counsel settlement or defence of its own choosing, any such the Third Party Claim, and which control shall be entitled to assert any and rest at all defences available to times with the Indemnified Party to Party, unless the fullest extent permitted by Applicable Law, provided thatIndemnifying Party: (ia) in connection with the election to assume irrevocably and control the defense of such Third Party claim, the Indemnifying Party irrevocably unconditionally acknowledges in writing its obligation complete responsibility for, and agrees to indemnify the Indemnified Party in accordance with respect of all Damages relating to, 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 (ivb) the Indemnifying Party, from time furnishes evidence to time, at the request of the Indemnified Party provides reasonable assurance whenever requested by the Indemnified Party, which is satisfactory to the Indemnified Party of the Indemnifying Party’s financial capacity ability to defend indemnify the Indemnified Party; 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 and to provide indemnification in respect thereofseeks equitable relief against the Indemnified Party as a primary form of relief; or (B) such Third Party Claim involves criminal liability.

Appears in 1 contract

Samples: Share Purchase Agreement (Alio Gold Inc.)

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