Common use of Action on Claims Clause in Contracts

Action on Claims. The Indemnitor shall give written notice to ---------------- Indemnitee within thirty (30) days after receipt of the notice required in the preceding paragraph advising whether it acknowledges its obligation to indemnify Indemnitee with respect to the Claim or it disputes its obligation to indemnify Indemnitee with respect to the Claim or the amount of such Claim. If the Indemnitor acknowledges its indemnification obligation with respect to the Claim, and (i)such Claim is based upon an asserted liability or obligation to a Person that is not a party to this Agreement (a "Third Party Claim"), Indemnitor ----------------- shall have the right to defend or settle such Third Party Claim or (ii) such Claim is not a Third Party Claim, and if Seller or any of the Shareholders is the Indemnitor, Indemnitee shall be entitled to satisfy such Claim as provided in subparagraph (c); provided, however, that if any Buyer Party is the -------- ------- Indemnitee, Indemnitor shall have the right to defend or settle a Third Party Claim only if the Indemnitor deposits with the Indemnitee the amount of the Third Party Claim. Notwithstanding the foregoing, Indemnitor may not settle any Third Party Claim unless it contains a full unconditional release of the Indemnitee and unless the Indemnitee consents in writing, which consent shall not be unreasonably withheld. If the Indemnitor is not entitled to defend or settle a claim pursuant to the proviso set forth in this subparagraph (b) or because Indemnitor does not acknowledge its indemnification obligation with respect to the Claim, Indemnitor shall be deemed to have waived its right to defend or settle such Claim (if a Third Party Claim), and Indemnitee shall have the right to defend or settle such Claim (if a Third Party Claim) or take action to resolve or remedy any Claim that is not a Third Party Claim and shall continue in either case to be entitled to indemnification pursuant to this Article. If Indemnitor does not believe that such proposed settlement is being made in good faith under the circumstances, its sole remedy shall be to assume the defense of such Claim. In order to assume the defense of any such Claim, Indemnitor must (i) acknowledge its indemnification obligation with respect to the Claim and (ii) deposit with Indemnitee the amount of the Claim. This Section 12.3(c) shall not be construed to reduce or lessen the obligation of --------------- Indemnitor under this Article if prior to the expiration of the thirty (30) day notice period described above in this subparagraph (b) the Indemnitee shall take action with respect to a Claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty imposed by law.

Action on Claims. The Indemnitor shall give written notice to ---------------- Indemnitee within thirty (30) days after receipt of the notice required in the preceding paragraph advising whether it acknowledges its obligation to indemnify Indemnitee with respect to the Claim or it disputes its obligation to indemnify Indemnitee with respect to the Claim or the amount of such Claim. If the Indemnitor acknowledges its indemnification obligation with respect to the Claim, and (i)such i) such Claim is based upon an asserted liability or obligation to a Person that is not a party to this Agreement (a "Third Party Claim"), Indemnitor ----------------- shall have the right to defend or settle such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within the thirty-day period set forth above; provided, however, that if upon the advice of counsel to Indemnitee, there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee for the same counsel to represent both the Indemnitee and the Indemnitor, then the Indemnitee shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnitee, based upon such advice, determines counsel is required, at the expense of the Indemnitor and provided further that all such Indemnitees shall be entitled to no more than one such local counsel in each jurisdiction where counsel is reasonably necessary; or (ii) such Claim is not a Third Party Claim, and if the Seller or any either of the Shareholders is the Indemnitor, Indemnitee shall be entitled to satisfy such Claim as provided in subparagraph (c); provided. In the event that any Indemnitee shall seek indemnification as provided herein, howeverit shall make available to the Indemnitor, at the Indemnitor's expense, all witnesses, pertinent records, materials and information in the Indemnitee's possession or under its control as is reasonably required by the Indemnitor. Similarly, in the event that if an Indemnitee is, directly or indirectly, conducting the defense against any Buyer such Third Party is Claim, the -------- ------- Indemnitee, Indemnitor shall have the right to defend or settle a Third Party Claim only if the Indemnitor deposits cooperate with the Indemnitee in such defense and make available to the amount Indemnitee, at the expense of the Third Party ClaimIndemnitor, all such witnesses, pertinent records, materials and information in the possession or under the control of the Indemnitor relating thereto as is reasonably required by the Indemnitee. Notwithstanding the foregoing, Indemnitor may not settle any Third Party Claim unless it contains a full unconditional release of the Indemnitee and unless the Indemnitee consents in writing, which consent shall not be unreasonably withheld. If the Indemnitor is not entitled to defend or settle a claim pursuant to the proviso set forth in this subparagraph (b) or because Indemnitor does not acknowledge its indemnification obligation with respect to the Claim, Indemnitor shall be deemed to have waived its right to defend or settle such Claim (if a Third Party Claim), and Indemnitee shall have the right to defend or settle such Claim (if a Third Party Claim) or take action to resolve or remedy any Claim that is not a Third Party Claim and shall continue in either case to be entitled to indemnification pursuant to this Article. If Indemnitor does not believe that such proposed settlement is being made in good faith under the circumstances, its sole remedy shall be to assume the defense of such Claim. In order to assume the defense of any such Claim, Indemnitor must (i) acknowledge its indemnification obligation with respect to the Claim and (ii) deposit with Indemnitee the amount of the Claim. This Section 12.3(c) The foregoing shall not be construed to reduce or lessen the obligation of --------------- Indemnitor under this Article X if prior to the expiration of the thirty (30) day notice period described above in this subparagraph (b) the Indemnitee shall take action with respect to a Claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty imposed by law.