Common use of Rights of Indemnitor Clause in Contracts

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, ultimately be resolved against Indemnitee) and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim.

Rights of Indemnitor. IfSubject to Section 9.4, if, prior to the expiration of -------------------- thirty fifteen (3015) days from the mailing giving of notice of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract contract, except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control, including information with respect to insurance or other potential sources of recovery from third parties. Indemnitee shall have the right to elect to litigate, settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, (i) acknowledged in writing (iA) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this 20 Agreement, ultimately be resolved against Indemnitee) ), and (iiB) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim, and (ii) furnished Indemnitee with evidence, reasonably satisfactory to Indemnitee, of Indemnitor's financial wherewithal to satisfy its obligations hereunder.

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If Allibert and Contico each is responsible for a portion of the Indemnitor elects Damages attributable to such claim (a "Joint Indemnity Matter"), Allibert and Contico must agree on the handling of such claim jointly in order to have the right to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, ultimately be resolved against Indemnitee) ), and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim (and in the case of a Joint Indemnity Matter, the agreement of Allibert and Contico on the handling of such claim).

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice related to a Third Party Claim (the "“Claim Answer Period"”), the Indemnitor shall delivers to Indemnitee a request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and shall employ qualified attorneys of its choice to do so(which attorney’s shall be approved by Indemnitee, which approval shall not be unreasonably withheld) and at its expense; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's ’s fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) its liability therefor (should such claimtherefore, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, ultimately be resolved against Indemnitee) and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim.

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice with respect to a Third Party Claim (the "“Claim Answer Period"”), the Indemnitor shall delivers to Indemnitee a request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and shall employ qualified attorneys of its choice to do so(which attorney’s shall be approved by Indemnitee, which approval shall not be unreasonably withheld) and at its expense; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's ’s fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) its liability therefor (should such claimtherefore, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, ultimately be resolved against Indemnitee) and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim.

Rights of Indemnitor. If, prior to The Indemnitor will have the expiration right at any time after its receipt of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (to assume and thereafter conduct the "defense of the Third Party Claim Answer Period"), with counsel of its choice reasonably satisfactory to the Indemnitor shall request in writing that such claim not be paid, the same shall not be paidIndemnitee, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee Indemnitor shall not be required consent to refrain from paying any claim which has matured by court judgment or decree, enter into any settlement with respect to a Third Party Claim without the prior written consent of Indemnitee (not to be withheld unreasonably) unless appeal is taken therefrom the judgment or proposed settlement involves only the payment of money damages by Indemnitor and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying does not impose any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease injunction or other contract except a lease or other contract which is equitable relief on the subject of the disputeIndemnitee. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's attorneys fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all Third Party Claims and all other contested claims with respect to which the Indemnitor has not, assumed the defense thereof and for which Indemnitor has not, within fifteen (15) days after receipt of the Claim Answer PeriodInitial Claims Notice, acknowledged in writing (i) its liability therefor (should such claimto defend, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, ultimately be resolved against Indemnitee) and (ii) its election to assume full responsibility for the settlement, compromise, compromise and litigation and payment of such claim. In the event Indemnitor fails timely to defend, contest or otherwise protect against any Third Party Claim, Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same, and may make any compromise or settlement thereof and recover and be indemnified for its Damages to the fullest extent of its indemnity rights under this Article VI from Indemnitor, including, without limitation, reasonable legal expenses, disbursements, and all amounts paid as a result of the Third Party Claim, or the compromise or settlement thereof.

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its or his choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it or he be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its or his assets or a default in a lease or other contract contract, except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, claim ultimately be resolved against Indemnitee) ), and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim, and to pursue any and all remedies against Indemnitor for Indemnitor's obligations under this ARTICLE VI. Indemnitor shall not settle or compromise any claim for damages or remedies other than money damages without the prior written consent of Indemnitee. Final Claims Statement. At such time as Damages for which the Indemnitor is liable hereunder are incurred by Indemnitee by actual payment thereof or by entry of a final judgment, Indemnitee shall forward a Final Claims Statement to the Indemnitor setting forth the amount of such Damages in reasonable detail on an itemized basis. Indemnitee shall supplement the Final Claims Statement with such supporting proof of loss (e.g. vouchers, agreements, etc.) as the Indemnitor may reasonably request in writing within thirty (30) days after receipt of a Final Claims Statement. All amounts reflected on Final Claims Statements shall be paid promptly by Indemnitor to Indemnitee. Survival, Calculations and Exclusive Remedy. The representations and warranties of the Parties shall survive the Closing Date for a period of one hundred and eighty (180) days, and no claim may be made based upon an alleged breach of any such representations and warranties unless the Initial Claim Notice is submitted to the Indemnitor on or before the expiration of such one hundred eighty (180) day period. In no event shall the aggregate amount of either Party payable under this ARTICLE VI exceed Five Hundred Thousand Dollars ($500,000). The amount of indemnity payable hereunder shall be reduced by proceeds received by the Indemnitee from insurance policies covering the damages sustained by the Indemnitee. Except with respect to the willful breach of a Party of any material provision of this Agreement, this ARTICLE VI sets forth the exclusive remedy of the Parties against the other Party for failure to satisfy its obligations with respect to any representation, warranty, covenant or agreement made by the Indemnitor.

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, ultimately be resolved against Indemnitee) ), and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim.

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (the "Claim Answer PeriodCLAIM ANSWER PERIOD"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, claim ultimately be resolved against Indemnitee) ), and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim.. Indemnitor shall not settle or compromise any claim for damages or remedies other than money damages without the prior written consent of Indemnitee. 23063 v7 46

Rights of Indemnitor. If, prior to the expiration of -------------------- thirty (30) days from the mailing of an Initial Claim Notice (the "Claim Answer Period"), the Indemnitor shall request in writing that such claim not be paid, the same shall not be paid, and the Indemnitor shall settle, compromise or litigate in good faith such claim, and employ attorneys of its choice to do so; provided, however, that Indemnitee shall not be required to refrain from paying any claim which has matured by court judgment or decree, unless appeal is taken therefrom and proper appeal bond posted by the Indemnitor, nor shall it be required to refrain from paying any claim where such action would result in the foreclosure of a lien upon any of its assets or a default in a lease or other contract except a lease or other contract which is the subject of the dispute. If the Indemnitor elects to settle, compromise or litigate such claim, all reasonable expenses, including but not limited to all amounts paid in settlement or to satisfy judgments or awards and reasonable attorney's fees and costs, incurred by the Indemnitor in settling, compromising or litigating such claim shall be secured to the reasonable satisfaction of Indemnitee. Indemnitee shall cooperate fully to make available to the Indemnitor and its attorneys, representatives and agents, all pertinent information under its control. Indemnitee shall have the right to elect to settle or compromise all other contested claims with respect to which the Indemnitor has not, within the Claim Answer Period, acknowledged in writing (i) liability therefor (should such claim, to the extent Indemnitor is ultimately determined to be liable for such indemnification under this Agreement, claim ultimately be resolved against Indemnitee) ), and (ii) its election to assume full responsibility for the settlement, compromise, litigation and payment of such claim. Indemnitor shall not settle or compromise any claim for damages or remedies other than money damages without the prior written consent of Indemnitee.