Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.
Third Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceedingAction made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof.thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereofthereof, and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Third-Party Claim at the Indemnifying Party'Party’s expense and by the Indemnifying Party'Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense.defense; provided, that, if the Indemnifying Party is the Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third-Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Third-Party Claim, subject to [Section 8.5(03(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appealappeal, or make counterclaims pertaining to any such Third Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense,right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party'Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that, if in the reasonable opinion of counsel to the Indemnified Party, # there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or # there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Third-Party Claim orClaim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third-Party Claim, the Indemnified Party may, subject to [Section 8.5(03(b)], pay, compromise, defend such Third Third-Party ClaimClaim, and seek indemnification for any and all Losses based upon, arising fromfrom, or relating to such Third Third-Party Claim. The Seller and the Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Third-Party Claim, including making available (subject to the provisions of [Section 8.5(b)]5.06]) records relating to such Third Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Third-Party Claim.
Third Party Claims. If any Indemnified Party receives notice of the assertiona third party initiates a claim, demand, dispute, lawsuit or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoingarbitration (a “Third “Third-Party Claim”) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party might make a claim for indemnification against any Party (the “Indemnifying Party”) under this [Article 8], then the Indemnified Party must promptly notify the Indemnifying Party in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to whichthe Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party to so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only[Article 8] (except to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation offailure materially prejudices the defense of such Third Party Claim.proceeding).
Notice of Third Party Claims. IfClaim. In order for a party (an “Indemnified Party”) to be entitled to any Indemnified Party receives noticeindemnification under this ARTICLE VIII in respect of the assertionLosses arising out of or commencement of any action, suit,involving a claim or other legal proceedingdemand made or brought by any Person who is notother than Buyer or Seller against a party to this Agreement or an Affiliate of a party to this AgreementBuyer Indemnified Party or a Representative of the foregoingSeller Indemnified Party, as applicable (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement,, the Indemnified Party shall givemust notify the Indemnifyingparty from whom indemnification is sought under this ARTICLE VIII (the “Indemnifying Party”) promptly in writing (including in such notice a brief description of the Third Party prompt written notice thereof. TheClaim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure to givepromptly provide such prompt written notice shall not, however, relievenot affect the Indemnifying Party of its indemnification obligations,provided under this ARTICLE VIII except and only to the extent that the Indemnifying Party forfeits rights or defenses by reasonhas been actually prejudiced as a result of such failure. Such noticeThereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all documents (including court papers) received by the Indemnified Party shall describerelating to the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.
Upon receipt of a notice of a Third Party Claims. If anyClaim for indemnity from an Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a partypursuant to [Section 4.12(a)] and this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which[Section 9.2], the Indemnifying Party is obligatedwill be entitled, by notice to provide indemnification under this Agreement, the Indemnified Party shall givedelivered within twenty (20) Business Days of the receipt of notice of such Third Party Claim, to assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extentParty); provided, that the Indemnifying Party forfeits rights or defenses by reasonshall not be entitled to assume the defense and control of such failure. Such notice by the IndemnifiedThird Party shall describeClaim, if # the Third Party Claim relates to or arises in reasonable detail, shall include copies of all material written evidence thereof and shall indicateconnection with any criminal Action, # the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, andseeks an injunction or equitable relief against the Indemnified Party shall cooperate in good faith in such defense. Inor any of its Affiliates, or # defense of the eventThird Party Claim would reasonably be expected to harm the Indemnified Party’s reputation or business relationships,; provided, further, that if the Indemnifying Party assumes the defense and control of anysuch Third Party Claim, subject to [Section 8.5(b)], itthe Indemnifying Party shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf ofallow the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense,a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense except that the Indemnifying Party shall pay the reasonable and documented fees and expenses of such external separate counsel if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party does not assume the defense and control of any Third Party Claim with counsel selected by it subjectpursuant to this [Section 9.2(c)(ii)], the Indemnifying Party's rightIndemnified Party shall be entitled to assume and control thesuch defense thereof. Ifand the Indemnifying Party elects not to compromise or defendshall pay the reasonable and documented fees and expenses of external counsel retained by the Indemnified Party, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. Purchaser or fails to promptly notifySellers, as the Indemnifiedcase may be, shall, and shall cause each of their respective Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claimby furnishing books and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending partyrecords, personnel and witnesses, as may be reasonably necessaryappropriate for the preparation of theany defense of such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or judgment does not involve any injunctive or other equitable relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates and expressly unconditionally releases the Indemnified Party and its Affiliates from all Liabilities with respect to such Third Party Claim. No Indemnified Party will consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party.
ThirdUpon receipt of the notice described in [Section 8.4(a)], the Indemnifying Party Claims. If anywill have the right to defend the Indemnified Party receivesagainst the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that # the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) Business Days after the Indemnified Party has given notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extentClaim that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice bywill indemnify the Indemnified Party shall describefrom and against the Thirdentirety of any Adverse Consequences the Indemnified Party Claimmay suffer resulting from, arising out of, relating to, in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has beennature of, or may be sustainedcaused by the Indemnified Party. TheThird-Party Claim, # the Indemnifying Party shall haveprovides the right to participate in, or by giving written noticeIndemnified Party with evidence reasonably acceptable to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumeswill have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, # the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, # settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and # the Indemnifying Party conducts the defense of any Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Third-Party Claim in the nameactively and on behalf ofdiligently. The Indemnifying Party will keep the Indemnified Party. TheParty apprised of all material developments, including settlement offers, with respect to the Third-Party Claim and permit the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third the Third-Party Claim with counsel selected by it subjectClaim. The Indemnified Party shall have a duty to the Indemnifying Party's right to controlcooperate, when requested, in the defense thereof. Ifof the Third-Party Claim. So long as the Indemnifying Party elects not to compromise or defend such Third is conducting the defense of the Third-Party Claim in accordance with this [Section 8.4(b)], the Indemnifying Party will not be responsible for any attorneys’ fees or fails to promptly notifyother expenses incurred by the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection withregarding the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Third-Party Claim.
If the indemnification sought pursuant hereto involves a claim made by a Third Party Claims. If anyagainst the Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third"Third Party Claim”Claim") against such Indemnified Party with respect to which, the Indemnifying Party is obligatedshall be entitled to provide indemnification under this Agreement,participate in the Indemnifieddefense of such Third Party shall giveClaim and, if it so chooses within forty-five (45) days after its receipt of an Indemnification Claim Notice ("Notice Period"), to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not,Party; provided, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or maynot be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party,entitled to assume the defense of any Third Party Claim atto the Indemnifying Party's expenseextent such claims involve or seek injunctive or other relief that does not involve solely monetary obligations or involve a criminal matter, and by the Indemnifying Party's own counsel, andprovided, further that the Indemnified Party shall cooperatebe permitted to take any actions necessary in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim induring such Notice Period, if the name and on behalfIndemnifying Party has not yet assumed the defense of the Indemnified Party. TheThird Party Claim, and when practicable, the Indemnified Party shall haveprovide prior notice of such action to the right, at its own cost and expense,Indemnifying Party. Should the Indemnifying Party so elect to participate inassume the defense of anya Third Party Claim with counsel selected by it subjectClaim, the Indemnifying Party shall not be liable to the Indemnifying Party's right to controlIndemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party elects not to compromise or defendassumes such Third Party Claim or fails to promptly notifydefense, the Indemnified Party shall have the right to participate in writingthe defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of its election to defend as provided in this Agreement,counsel employed by the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Thirdperiod during which the Indemnifying Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection withhas not assumed the defense of anythereof. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, including making available (subjectall of the Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include # the retention and (upon the Indemnifying Party's request) the provision to the provisionsIndemnifying Party of [Section 8.5(b)]) records relatingand information which are reasonably relevant to such Third Party Claim and furnishing, without expense (other than reimbursementreasonably available to the Indemnified Party, and # making relevant employees available on a mutually convenient basis to provide additional information and explanation of actualany material provided hereunder; provided, that the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.expenses in connection therewith.
Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person whoThe party obligated to indemnify another party hereunder is not a partyreferred to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to whichherein as the Indemnifying PartyParty and the party entitled to indemnification hereunder is obligatedreferred to provide indemnification under this Agreement,herein as the Indemnified Party. An Indemnified Party shall give prompt written notice to the Indemnifying Party prompt written notice thereof. Theof the assertion by the Indemnified Party or by a third party of any liability which the Indemnified Party has reason to believe might give rise to an Indemnity Claim; provided, however, that any failure to giveprovide such prompt written notice shall not, however, relievelimit the Indemnifying Party of itsIndemnified Partys right to indemnification obligations, excepthereunder only if and only to the extent that the Indemnifying Party forfeits rights or defensesis prejudiced by reason of such failure. Such notice byshall set forth in reasonable detail the nature of such action or claim, and shall include a copy of any written complaint, summons, correspondence or other communication from the party asserting the claim or initiating the action. As to any such Indemnity Claim which involves a third party, if the Indemnifying Party agrees to indemnify the Indemnified Party, the Indemnifying Party shall assume and thereafter control the defense of such Indemnity Claim. The Indemnified Party shall describebe entitled, together with the ThirdIndemnifying Party, to participate in the defense, compromise or settlement of any such matter through the Indemnified Partys own attorneys and at its own expense, but the Indemnifying Party Claim in reasonable detail, shall include copies of all material written evidence thereofhave control thereof, and shall indicate the estimated amount, if reasonably practicable,Indemnified Party, at the expense of the Loss that has been or may be sustained byIndemnifying Party, shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such third party claims. The Indemnifying Party shall not make any settlement of any claims on behalf of the Indemnified Party. TheParty, other than claims strictly for monetary damages as to which the Indemnifying Party agrees to be solely responsible, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In the event that the Indemnifying Party, within 20 days after notice of an Indemnity Claim which involves a third party, fails to assume the defense thereof, the Indemnified Party shall have the right to participate in,undertake the defense, compromise or by giving written noticesettlement of such claim for the account of and at the expense of the Indemnifying Party, subject to the Indemnified Party,right of the Indemnifying Party to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party at any Third Party Claim attime prior to the Indemnifying Party's expense and by the Indemnifying Party's own counsel, andsettlement, compromise or final determination thereof; provided, however, that the Indemnified Party shall cooperate in good faith in such defense. In the event thatnot, without the Indemnifying Party assumesPartys prior written consent, which shall not be unreasonably withheld, settle or compromise any such claim or consent to the defenseentry of any Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertainingjudgment with respect to any such Third Party Claim inclaim. This Section shall survive the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.Closing.
ThirdIn General. At its option, the indemnifying Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, andgiving written notice to the Indemnified Party within [
] after the indemnifying Partys receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall cooperate in good faith in such defense. In the eventnot be construed as an acknowledgment that the Indemnifyingindemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Partys claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party which shall be reasonably acceptable to the Indemnified Party. If the indemnifying Party assumes the defense of anya Third Party Claim, subject to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subjectimmediately deliver to the Indemnifying Party's right to control the defense thereof. If the Indemnifyingindemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notifyall original notices and documents (including court papers) received by the Indemnified Party in writingconnection with the Third Party Claim. Should the indemnifying Party assume the defense of its election to defenda Third Party Claim, except as provided in this Agreement,[Section 11.4.2], the indemnifying Party shall not be liable to the Indemnified Party may, subject to [Section 8.5(b)], pay, compromise, defendfor any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim unless specifically requested in writing by the indemnifying Party. If it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and seek indemnificationagainst the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all Losses based upon, arising from or relating to suchincurred by the indemnifying Party in its defense of the Third Party Claim. and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of [Section 8.5(b)]) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.
Third Party Claims. IfIn connection with any Indemnified Party receives notice of the assertionclaim giving rise to indemnity resulting from or commencementarising out of any action, suit, claim or other legal proceeding madeby a person or brought by any Personentity who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to whichAgreement, the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party ofat its indemnification obligations, exceptsole cost and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by givingexpense may, upon written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subjectclaim or legal proceeding if it acknowledges to [Section 8.5(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its electionobligations to defend as provided in this Agreement,indemnify the Indemnified Party may, subjectwith respect to [Section 8.5(b)], pay, compromise, defendall elements of such Thirdclaim. The Indemnified Party Claim and seek indemnification for any and all Losses based upon, arising from or relatingshall be entitled to such Third Party Claim. and Purchaser shall cooperate with each otherparticipate in all reasonable respects in connection with(but not control) the defense of any Thirdsuch action, with its counsel and at its own expense. If the Indemnifying Party Claim, including making available (subjectdoes not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the provisions of [Section 8.5(b)]) records relatingIndemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation ofparticipate in (but not control) the defense of such Thirdaction, with its counsel and at its own expense. If the Indemnifying Party Claim.thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.
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