Common use of Tender of Defenses Clause in Contracts

Tender of Defenses. Promptly upon receipt by any party of a notice of a claim by a third-party which may give rise to a claim under Section 10, the party seeking indemnification (the Indemnified Party) shall give written notice thereof to the party obligated to provide indemnification (the Indemnifying Party). If the Indemnifying Party gives to the Indemnified Party an agreement in writing, in a form reasonably satisfactory to the Indemnified Party's counsel, to defend such claim, the Indemnifying Party may, at its sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the Indemnifying Party, in its sole discretion, shall elect and the Indemnified Party shall execute such documents and take such steps as may be reasonably necessary in the opinion of its counsel to enable it to conduct the defense of such claim. If the Indemnifying Party fails or refuses to defend any claim hereunder, the Indemnifying Party may nevertheless, at its own expense, participate in the defense of such claim by the Indemnified Party in any and all settlement negotiations relating thereto. In any and all events, the Indemnifying Party shall have such access to the records and files of the Business relating to any claim as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defenses. Promptly upon receipt by any party of a notice of a claim Claim by a third-party which may give rise to a claim Claim under Section 10this Subsection 11.3, the party seeking indemnification (the “Indemnified Party”) shall will give written notice thereof to the party obligated to provide indemnification (the “Indemnifying Party”). If the Indemnifying Party gives to the “Indemnified Party Party” an agreement in writing, in a form reasonably satisfactory to the Indemnified Party's ’s counsel, to defend such claimClaim, the Indemnifying Party may, at its sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the Indemnifying Party, in its sole discretion, shall will elect and the Indemnified Party shall will execute such documents and take such steps as may be reasonably Share Purchase Agreement necessary in the opinion of its counsel to enable it to conduct the defense of such claimClaim. If the Indemnifying Party fails or refuses to defend any claim hereunder, the Indemnifying Party may nevertheless, at its own expense, participate in the defense of such claim Claim by the Indemnified Party in any and all settlement negotiations relating thereto. In any and all events, the Indemnifying Party shall will have such access to the records and files of the Business relating to any claim Claim as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defenses. Promptly upon receipt by any party of a notice of a claim Claim by a third-party which may give rise to a claim Claim under this Section 10, 9.3 the party seeking indemnification (the “Indemnified Party”) shall will give written notice thereof to the party obligated to provide indemnification (the “Indemnifying Party”). If the Indemnifying Party gives to the “Indemnified Party Party” an agreement in writing, in a form reasonably satisfactory to the Indemnified Party's ’s counsel, to defend such claimClaim, the Indemnifying Party may, at its sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the Indemnifying Party, in its sole discretion, shall will elect and the Indemnified Party shall will execute such documents and take such steps as may be reasonably necessary in the opinion of its counsel to enable it to conduct the defense of such claimClaim. If the Indemnifying Party fails or refuses to defend any claim hereunder, the Indemnifying Party may nevertheless, at its own expense, participate in the defense of such claim Claim by the Indemnified Party in any and all settlement negotiations relating thereto. In any and all events, the Indemnifying Party shall will have such access to the records and files of the Business relating to any claim Claim as may be reasonably necessary to effectively defend or participate in the defense thereof.

Tender of Defenses. Promptly upon receipt by any party of a notice of a claim by a third-party which may give rise to a claim under Section 10, the party seeking indemnification (the Indemnified Party) shall give written notice thereof to the party obligated to provide indemnification (the Indemnifying Party). If the Indemnifying Party gives to the Indemnified Party an agreement in writing, in a form reasonably satisfactory to the Indemnified Party's Partys counsel, to defend such claim, the Indemnifying Party may, at its sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the Indemnifying Party, in its sole discretion, shall elect and the Indemnified Party shall execute such documents and take such steps as may be reasonably necessary in the opinion of its counsel to enable it to conduct the defense of such claim. If the Indemnifying Party fails or refuses to defend any claim hereunder, the Indemnifying Party may nevertheless, at its own expense, participate in the defense of such claim by the Indemnified Party in any and all settlement negotiations relating thereto. In any and all events, the Indemnifying Party shall have such access to the records and files of the Business relating to any claim as may be reasonably necessary to effectively defend or participate in the defense thereof.