Common use of Indemnity Claims Clause in Contracts

Indemnity Claims. Any Action by an Indemnified Party making a claim under this Article VII (an “Indemnity Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Indemnity 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 Indemnity 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 thirty (30) days after its receipt of such notice to respond in writing to such Indemnity Claim. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Indemnity Claims. Any Action by (a) In order for an Indemnified Party making to be entitled to any indemnification provided for under Section 7.2 or Section 7.3 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to a claim for indemnification under this Article VII VII, the Party from whom indemnification is sought (an the “Indemnity ClaimIndemnifying Party”) shall be asserted in writing of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by the such Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofParty); provided, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Indemnity Claim. The however, that failure to give such prompt written notice notification shall not, however, relieve not affect the indemnification provided under Section 7.2 or Section 7.3 except to the extent the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason has actually been prejudiced as a result of such failure. Such If an Indemnified Party gives such notice, the Indemnifying Party shall have ten (10) days after receipt of such notice by to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall describe be subject to the Indemnity Claim in reasonable detail, shall include copies ultimate control 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 thirty (30) days after its receipt the right to assume and control the defense of a Third Party Claim and may defend, settle or otherwise dispose of such notice Third Party Claim, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to respond in writing to such Indemnity Claim. The injunctive or other equitable relief or otherwise adversely affect the business of the Indemnified Party shall allow in any manner, (iii) the Indemnifying Party and acknowledges in writing its Representatives obligation to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and indemnify the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as hereunder, (iv) the Indemnifying Party or any provides reasonable evidence of its Representatives may reasonably request. If the Indemnifying Party does not so respond within ability to pay any Damages claimed and (v) with respect to any such thirty (30) day periodsettlement or other disposition, the Indemnifying Party shall be deemed to have rejected such claim, plaintiff or claimant in which case the matter releases in writing all of the Indemnified Party shall be free to pursue such remedies as may be available Parties from all liability with respect to the Indemnified Third Party on the terms and subject to the provisions of this AgreementClaim.

Indemnity Claims. Any Action by an (a) In order for a Distributor Indemnified Party making or Manufacturer Indemnified Party (each such party, an “Indemnified Party”) to be entitled to any indemnification provided for under Section 10.1 or Section 10.2 in respect of, arising out of or involving an Action from a Third Party (a “Third Party Claim”), such Indemnified Party must promptly notify, with respect to a claim for indemnification under this Article VII ARTICLE X, the Party from whom indemnity is sought (an the “Indemnity ClaimIndemnifying Party”) shall be asserted in writing of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including Damages sought or estimated, to the extent actually known by the such Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereofParty); provided, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Indemnity Claim. The however, that failure to give such prompt written notice notification shall not, however, relieve not affect the indemnification provided under Section 10.1 or Section 10.2 except to the extent the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason has been actually prejudiced as a result of such failure. Such If an Indemnified Party gives such notice, the Indemnifying Party shall have ten (10) days after receipt of such notice by to elect, at its option, the right to participate jointly with the Indemnified Party, at its own expense and by its own counsel, in the Indemnified Party’s defense, settlement or other disposition of such Third Party Claim; provided, that, except as set forth in the following sentence, any such disposition shall describe be subject to the Indemnity Claim in reasonable detail, shall include copies ultimate control 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 thirty (30) days after its receipt the right to assume and control the defense of a Third Party Claim and may defend, settle or otherwise dispose of such notice Third Party Claim, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate only if: (i) the relief consists solely of money damages, (ii) the disposition cannot result in the Indemnified Party’s becoming subject to respond in writing to such Indemnity Claim. The injunctive or other equitable relief or otherwise adversely affect the business of the Indemnified Party shall allow in any manner, (iii) the Indemnifying Party and acknowledges in writing its Representatives obligation to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and indemnify the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as hereunder, (iv) the Indemnifying Party or any provides reasonable evidence of its Representatives may reasonably request. If the Indemnifying Party does not so respond within ability to pay any Damages claimed and (v) with respect to any such thirty (30) day periodsettlement or other disposition, the Indemnifying Party shall be deemed to have rejected such claim, plaintiff or claimant in which case the matter releases in writing all of the Indemnified Party shall be free to pursue such remedies as may be available Parties from all liability with respect to the Indemnified Third Party on the terms and subject to the provisions of this AgreementClaim.

Indemnity Claims. Any Action by an Indemnified Party making a claim under this Article VII (an “Indemnity Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Indemnity 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 Indemnity 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 thirty (30) days after its receipt of such notice to respond in writing to such Indemnity Claim. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.. 7.5

Indemnity Claims. Any Action by an Indemnified Party making a claim under this Article VII (an “Indemnity Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Indemnity 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 Indemnity 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 thirty (30) days after its receipt of such notice to respond in writing to such Indemnity Claim. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Indemnity Claim, and whether and to what extent any amount is payable in respect of the Indemnity Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Indemnity Claims. Any Action by an Indemnified Party making a claim under this Article VII (an “Indemnity Claim”) From and after Initial Closing, any demand for indemnity hereunder shall be made by written notice, together with a written description of any Claims asserted by stating the Indemnified nature and basis of such Claim and, if ascertainable, the amount thereof. The Party giving the Indemnifying Party reasonably prompt written upon whom notice thereof, but in any event not later than thirty is served shall have a period of twenty (3020) days after the Indemnified Party becomes aware of such Indemnity 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 Indemnity 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 thirty (30) days after its receipt of such notice within which to respond thereto or, in writing the case of an underlying demand which requires a shorter time for response, then within such shorter period as specified in such notice (the “Notice Period”). If the Party upon whom notice is served denies liability or fails to provide the defense for any Claim, the other Party may defend or compromise the Claim as it deems appropriate. If the Party upon whom notice is served accepts liability and responsibility for the defense of any Claim, it shall so notify the other Party as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such Indemnity Claim with counsel selected by the Party accepting such liability. If the Party on whom notice is served undertakes the defense or compromise of such Claim. The Indemnified , the other Party shall allow the Indemnifying Party and be entitled, at its Representatives own expense, to investigate the matter participate in such defense. No compromise or circumstance alleged to give rise settlement of any Claim shall be made without reasonable notice to the Indemnity Claimother Party, and whether without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. No such approval shall be withheld if such compromise or settlement includes a general and to what extent any amount is payable complete release of the other Party, its successors, assigns, Affiliates and their respective Representatives in respect of the Indemnity Claim matter, with prejudice, and with no express or written admission of liability on the Indemnified part of the other Party, its Affiliates and their respective Representatives, and is without cost or liability and has no constraints on the future conduct of its or their respective businesses. Buyer and Seller acknowledge that their obligations to indemnify, defend and hold the other Party and its Affiliates harmless under this Agreement include obligations to pay the attorneys’ fees and court and arbitral costs incurred by the other Party and its Affiliates in defending said Claims, regardless of the merits of said Claims, where the Party to whom notice is served hereunder denies liability or fails to provide the defense for any said Claim. Seller and Buyer shall assist have the Indemnifying Party’s investigation by giving such information and assistance right at all times to participate, at their sole cost, in the preparation for any defense, hearing or trial related to the indemnities set forth in this Agreement, as well as the Indemnifying Party right to appear on their own behalf or to retain separate counsel to represent them at any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreementhearing or trial.