Common use of Third Party Claims Procedure Clause in Contracts

Third Party Claims Procedure. The indemnified party shall give notice (the “Indemnity Notice”) to the indemnifying party specifying the particulars of any Third Party claim within ten (10) days after it receives notification of the claim; provided, however, that failure to give such notice within such time period shall not prejudice the rights of the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of the indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 7.8, the indemnifying party shall have sole control over the defense and settlement of such claim. The indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall provide to the indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to the defense of such claim. The indemnified party shall co-operate in all reasonable respects in the defense of such claim but at the expense of the indemnifying party. If the indemnifying party fails to diligently defend such claim throughout the period that such claim exists, its right to defend the claim shall terminate and the indemnified party may assume the defense of such claim at the sole expense of the indemnifying party. In such event, the indemnified party may compromise or settle such claim, without the consent of the indemnifying party.

Third Party Claims Procedure. The indemnified Promptly after the receipt by any Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) of notice of, or threat of, the commencement of any action or proceeding against such Indemnified Party by a third party, such Indemnified Party shall, if a claim with respect thereto is or may be made against any indemnifying party shall give notice (the “Indemnity NoticeIndemnifying Party”) pursuant to this ARTICLE VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process (or threat thereof) and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this ARTICLE VII, except where, and solely to the indemnifying party specifying extent that, such failure actually prejudices the particulars rights of any Third such Indemnifying Party. If such Indemnifying Party acknowledges responsibility for indemnification pursuant to this ARTICLE VII with respect to such claim and/or process within ten twenty (1020) days after it receives notification of such notice, such Indemnifying Party shall have the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnified Party, any such matter involving the asserted Liability of the claimIndemnified Party; provided, however, that failure to give such notice within such time period shall not prejudice the rights of the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of the indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 7.8, the indemnifying party Indemnified Party shall have sole control over the defense and settlement of such claim. The indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall provide right to the indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to the defense of such claim. The indemnified party shall co-operate in all reasonable respects participate in the defense of or such claim but asserted Liability at the expense of Indemnified Party’s own expense. In any event, the indemnifying partyIndemnified Party and its counsel and such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted Liability. If In the indemnifying party fails to diligently defend such claim throughout the period event that such claim exists, its right Indemnifying Party shall decline to defend the claim shall terminate and the indemnified party may participate in or assume the defense of such claim at the sole expense action, or shall not respond within twenty (20) days of the indemnifying party. In such event, the indemnified party may compromise or settle notice of such claim, without in accordance with the provisions hereof, any of the Indemnified Parties may undertake such defense and the Indemnifying Party shall be responsible for reimbursing the Indemnified Parties for their reasonable legal fees and expenses in connection therewith as and when such fees and expenses are incurred by them. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the sole right to settle the claim, subject to obtaining the consent of the indemnifying partyIndemnified Party; provided, however, that if the Indemnified Party shall fail to consent to the settlement of such a claim by the Indemnifying Party, which settlement (i) the claimant has indicated it will accept, (ii) does not relate to Xx. Xxxxxxxx or Xxxx Xxxxxxxx and (iii) includes an unconditional release of the Indemnified Party by the claimant and imposes no restrictions on the future activities and does not materially and adversely affect the Tax Liability for future periods of the Indemnified Party and its Affiliates, the Indemnifying Party may enter into such settlement without the Indemnified Party’s consent. If the Indemnified Party is defending the claim as set forth above, the Indemnified Party shall have the sole right to settle or compromise any claim, subject to obtaining consent to the settlement of such claim by the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).

Third Party Claims Procedure. The indemnified party shall give notice (the “Indemnity Notice”) to the indemnifying party specifying the particulars of any Third Party claim within ten (10) days after it receives notification of the claim; provided, however, that failure to give such notice within such time period shall not prejudice the rights of the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of the indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 7.88.8, the indemnifying party shall have sole control over the defense and settlement of such claim. The indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall provide to the indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to the defense of such claim. The indemnified party shall co-operate in all reasonable respects in the defense of such claim but at the expense of the indemnifying party. If the indemnifying party fails to diligently defend such claim throughout the period that such claim exists, its right to defend the claim shall terminate and the indemnified party may assume the defense of such claim at the sole expense of the indemnifying party. In such event, the indemnified party may compromise or settle such claim, without the consent of the indemnifying party.

Third Party Claims Procedure. The indemnified party shall give notice (the “"Indemnity Notice”") to the indemnifying party specifying the particulars of any Third Party third party claim within ten (10) [***] days after it receives notification of the claim; provided, however, that failure to give such notice within such time period shall not prejudice the rights of the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of the indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 7.86.2, the indemnifying party shall have sole control over the defense and settlement of such claim. The indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall provide to the indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to the defense of such claim. The indemnified party shall co-operate in all reasonable respects in the defense of such claim but at the expense of the indemnifying party. If the indemnifying party fails to diligently defend such claim throughout the period that such claim exists, its right to defend the claim shall terminate and the indemnified party may assume the defense of such claim at the sole expense of the indemnifying party. In such event, the indemnified party may compromise or settle such claim, without the consent of the indemnifying party.

Third Party Claims Procedure. The indemnified (a) If the Indemnified Party seeks indemnity under this Article VIII in response to a claim or Proceeding by another Person that is not a party shall hereto (a “Third Party Claim”), then the Indemnified Party will give notice (the “Indemnity Notice”) a Claim Notice to the indemnifying party specifying the particulars of any Third Indemnifying Party claim within ten thirty (1030) days after it receives notification the Indemnified Party has received notice of the claimassertion of such Third Party Claim (and becomes aware that such Indemnified Party may be entitled to indemnification therefor hereunder) and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party), and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that failure to give such notice within such time period shall not prejudice no delay or deficiency on the rights part of the indemnified party Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices the defense of such Proceeding. (b) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof, and may assume control of such defense if: (i) such Third Party Claim involves only monetary damages and does not seek (A) an injunction or other equitable relief against the Indemnified Party, or (B) a finding or admission of a violation of any criminal Law by the Indemnified Party; (ii) such Third Party Claim is reasonably likely to result in Losses that, taken with any other then existing claims under this Article VIII, would be fully indemnified hereunder; (iii) in the reasonable opinion of counsel to the Indemnified Party there is no actual or potential nonwaivable conflict that exists between the failure Indemnified Party and the Indemnifying Party in connection with the defense of such Third Party Claim; (iv) such Third Party Claim does not relate to give a Material Customer or Material Supplier; (v) such notice materially adversely affects Third Party Claim does not relate to Taxes (in which case the ability defense of such Third Party Claim shall be subject to Section 6.15(d)); and (vi) the Indemnifying Party (x) elects in writing to assume control of such defense within thirty (30) days after the delivery of the indemnifying party Claim Notice and (y) acknowledges in writing that it would be required to defend indemnify the claim or to cure the breach Indemnified Party for all Losses in connection with such Third Party Claim. Notwithstanding any such assumption of the representationdefense of a Third Party Claim by the Indemnifying Party, warrantythe Indemnified Party shall be entitled to participate in such defense at its own cost and expense. The Indemnifying Party will not agree to any settlement of, covenant or obligation giving rise consent to the claim. Subject to entry of any Governmental Order (other than an Governmental Order of dismissal on the terms of this Section 7.8merits without costs) arising from, the indemnifying party shall have sole control over the defense and settlement of such claim. The indemnifying party may not settle or compromise the claim any Third Party Claim without the prior written consent of the indemnified party unless Indemnified Party; provided, that the consent of the Indemnified Party will not be required if (x) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or compromise Governmental Order, (iy) involves no payment such settlement or Governmental Order includes a full, complete and unconditional release of the Indemnified Party from any further Liability related to such Third Party Claim, and (whether by cash, securities z) such settlement or Governmental Order does not impose any injunctive relief or other instrument)restrictions of any kind or nature on any Indemnified Party. (c) If the Indemnifying Party does not, assignment, granting within thirty (30) days after its receipt of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives Claim Notice with respect to a comprehensive general release of all claims from the applicable third parties. The indemnified party shall provide Third Party Claim, elect in writing to the indemnifying party, in confidence, all files, books, records and other information in its possession or Indemnified Party to assume control which may be relevant to of the defense of such claim. The indemnified party Third Party Claim and acknowledge in writing that it would be required to indemnify the Indemnified Party for all Losses in connection with such Third Party Claim, then the Indemnified Party shall co-operate in have the right to retain separate counsel of its choosing, defend such Third Party Claim and have the sole power to direct and control such defense (all reasonable respects in the defense of such claim but at the cost and expense of the indemnifying party. If Indemnifying Party if it is ultimately determined that the indemnifying party fails Indemnified Party is entitled to diligently defend indemnification hereunder); provided, that the Indemnified Party will not agree to any settlement of, or the entry of any Governmental Order (other than an Governmental Order of dismissal on the merits without costs) arising from, any such claim throughout the period that such claim exists, its right to defend the claim shall terminate and the indemnified party may assume the defense of such claim at the sole expense of the indemnifying party. In such event, the indemnified party may compromise or settle such claim, Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (d) The Indemnified Party and the Indemnifying Party shall reasonably cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing reasonable access to each other’s relevant books and records and employees, in each case, upon reasonable advance notice on a mutually convenient basis during normal business hours. The Indemnified Party and the Indemnifying Party shall use reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (e) Notwithstanding this Section 8.06, Section 6.15(d) shall exclusively govern any and all Tax Claims (and not this Section 8.06).