Common use of Method of Asserting Claims, Etc Clause in Contracts

Method of Asserting Claims, Etc. Buyer will give prompt written notice to Seller of any Claim which it discovers or of which it receives notice and which might give rise to Damages under SECTION 12.1 hereof, stating the nature, basis and (to the extent known) amount thereof. If the Claim under SECTION 12.1 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Seller shall be entitled to participate therein, and, to the extent desired by Seller, to assume the defense thereof, and after notice from Seller to Buyer of the election so to assume the defense thereof, neither Seller nor Shareholders will not be liable to Buyer for any legal or other expenses subsequently incurred by Buyer in connection with the defense thereof, unless Seller or Shareholders do not actually assume the defense thereof following notice of such election. Buyer and Seller will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer will not settle any Claim and incur any Damages without the written consent of Seller (or the appropriate Seller), which consent shall not be unreasonably withheld. Buyer and/or Seller or Shareholders, as the case may be, shall assign to the party(ies) paying such Claim all right, title and interest in any Claim which is paid hereunder.

Method of Asserting Claims, Etc. Buyer will give prompt written notice to Seller Sellers (or the appropriate Seller) of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to Damages under SECTION 12.1 Section 9.01 hereof, stating the nature, basis and (to the extent known) amount thereof. If the Claim under SECTION 12.1 Section 9.01 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Seller Sellers shall be entitled to participate therein, and, to the extent desired by Sellerthem, to assume the defense thereof, and after notice from Seller Sellers to Buyer of the election so to assume the defense thereof, neither Seller nor Shareholders Sellers will not be liable to Buyer for any legal or other expenses subsequently incurred by Buyer in connection with the defense thereof, unless Seller or Shareholders Sellers do not actually assume the defense thereof following notice of such election. Buyer and Seller Sellers will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer will not settle any Claim and incur any Damages without the written consent of Seller the Sellers (or the appropriate Seller), which consent shall not be unreasonably withheld. Buyer and/or Seller or Shareholders, as the case may be, Company shall assign to the party(ies) paying such Claim Sellers all right, title and interest in any Claim which is paid by Sellers hereunder.

Method of Asserting Claims, Etc. Buyer will Both parties agree to give prompt written notice to Seller the other party of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to Damages under SECTION 12.1 hereofthis Agreement, stating the nature, basis and (to the extent known) amount thereof. If the Claim under SECTION 12.1 involves a suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding, Seller the Indemnitee shall be entitled to participate therein, and, to the extent desired by Sellerthem, to assume the defense thereof, and after notice from Seller Indemnitee to Buyer Indemnitor of the election so to assume the defense thereof, neither Seller nor Shareholders Indemnitor will not be liable to Buyer Indemnitee for any legal or other expenses subsequently incurred by Buyer Indemnitee in connection with the defense thereof, unless Seller or Shareholders Indemnitor do not actually assume the defense thereof following notice of such election. Buyer Indemnitee and Seller Indemnitor will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer Indemnitee will not settle any Claim and incur any Damages without the written consent of Seller (or the appropriate Seller)Indemitor, which consent shall not be unreasonably withheld. Buyer and/or Seller or Shareholders, as the case may be, Indemnitee shall assign to the party(ies) paying such Claim Indemnitor all right, title and interest in any Claim which is paid by Indemnitor hereunder.