Common use of Indemnified Party’s Cooperation as to Proceedings Clause in Contracts

Indemnified Party’s Cooperation as to Proceedings. The indemnified party will cooperate in all reasonable respects with any indemnifying party in the conduct of any proceeding as to which such indemnifying party assumes the defense. For the cooperation of the indemnified party pursuant to this Section 12.6, the indemnifying party or parties shall promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party or its affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Steven Madden, Ltd.), Stock Purchase Agreement (Steven Madden, Ltd.)

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Indemnified Party’s Cooperation as to Proceedings. The indemnified party will at its own expense cooperate in all reasonable respects with any indemnifying party in the conduct of any proceeding as to which such indemnifying party assumes the defense. For the cooperation of the indemnified party pursuant to this Section 12.612.7, the indemnifying party or parties shall promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party or its affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Steven Madden, Ltd.), Stock Purchase Agreement (Steven Madden, Ltd.)

Indemnified Party’s Cooperation as to Proceedings. The indemnified party will cooperate in all reasonable respects with any indemnifying party in the conduct of any proceeding as to which such indemnifying party assumes the defense. For the cooperation of the indemnified party pursuant to this Section 12.611.6, the indemnifying party or parties shall promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party or its affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 2 contracts

Samples: Stock Purchase Agreement (3-D Geophysical Inc), Stock Purchase Agreement (3-D Geophysical Inc)

Indemnified Party’s Cooperation as to Proceedings. The indemnified party Indemnified Party will cooperate in all reasonable respects with any indemnifying party Indemnifying Party in the conduct of any proceeding as to which such indemnifying party Indemnifying Party assumes the defense. For the cooperation of the indemnified party pursuant to this Section 12.6, the indemnifying party The Indemnifying Party or parties Parties shall promptly reimburse the indemnified party Indemnified Party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party or its affiliates Indemnified Party in connection therewith, as such costs and expenses are incurred, subject to the limitations set forth in Section 9.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Kindred Healthcare, Inc)

Indemnified Party’s Cooperation as to Proceedings. The indemnified party will cooperate in all reasonable respects with any indemnifying party in the conduct of any proceeding as to which such indemnifying party assumes the defense. For the cooperation of the indemnified party pursuant to this Section 12.613, the indemnifying party or parties shall promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party or its affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 1 contract

Samples: Asset Purchase Agreement (Perry Ellis International Inc)

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Indemnified Party’s Cooperation as to Proceedings. The indemnified party will cooperate in all reasonable respects with any indemnifying party in the conduct of any proceeding as to which such indemnifying party assumes the defense. For the cooperation of the indemnified party pursuant to this Section 12.68.6, the indemnifying party or parties shall promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party or its affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Webtronics Inc)

Indemnified Party’s Cooperation as to Proceedings. The indemnified party Indemnified Party will cooperate in all reasonable respects with any indemnifying party Indemnifying Party in the conduct of any proceeding as to which such indemnifying party assumes the defense. For the cooperation of the indemnified party Indemnified Party pursuant to this Section 12.614.6, the indemnifying party Indemnifying Party or parties shall promptly reimburse the indemnified party for all reasonable out-of-pocket costs and expenses, legal or otherwise, incurred by the indemnified party Indemnified Party or its affiliates Affiliates in connection therewith, as such costs and expenses are incurred.

Appears in 1 contract

Samples: Distribution and Supply Agreement (Klox Technologies, Inc.)

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