Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in the event that a proposed settlement requires the Indemnified Party to admit any wrongdoing or take or refrain from taking any action, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Party, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.
Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section (the “Indemnified Party”) that would give rise to a claim under this Section, the Indemnified Party shall notify the person giving the indemnity (“Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying party shall have the right to defend a claim and control the defense, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after notice of such claim, fails to defend such claim, the Indemnifying Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, comprise or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party.
Notice and Control of Litigation. (a) If any claim or liability is asserted in writing against a Person entitled to indemnification under this Article 13 (the “Indemnified Party”) which would give rise to a claim under this Article 13, the Indemnified Party shall notify the Person giving the indemnity (“Indemnifying Party”) in writing of the same within ten (10) business days of receipt of such written assertion of a claim or liability: provided, however, that the failure to provide such notice as so indicated shall not affect the Indemnifying Party’s obligation to indemnify and the Indemnifying Party shall have no remedy by reason of such failure except to the extent of any actual prejudice resulting from such delay. The Indemnifying Party shall have the right to defend any such claim, select the counsel and control the defense, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) business days after notice of such claim, fails to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such claim shall not be compromised or settled without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.
Notice and Control of Litigation. If any claim is asserted in writing against any person entitled to indemnification (each, an "Indemnitee") under Section 12.3, 12.4, or 12.5, the Indemnitee shall give notice to the entity or person required to provide such indemnification (each, an "Indemnitor") within thirty (30) days of receipt of such written assertion of such claim. The Indemnitor shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation. If the Indemnitor exercises its right to undertake its defense of the claim, the Indemnitee shall have the right to participate fully in such defense at its own expense. All parties shall cooperate in the defense of such claims. Should the Indemnitee fail to notify the Indemnitor within the time period specified above, the right to indemnification shall terminate and be of no further force and effect with respect to the subject matter of the required notice.
Notice and Control of Litigation. (a) If any claim or liability is asserted in writing against the Real Property or a Buyer Indemnified Party which would give rise to a claim under this Article 13, the Buyer Indemnified Party shall notify Seller in writing of the same within thirty (30) days of receipt of such written assertion of a claim or liability; provided, however, that the failure to provide such notice as so indicated shall not affect Seller’s obligation to indemnify and Seller shall have no remedy by reason of such failure except to the extent of any actual prejudice resulting from such delay. Seller shall have the right to defend any such claim, select the counsel and control the defense (subject to Buyer’s reasonable approval of counsel), settlement and prosecution of any litigation; provided, however, that such claim shall not be compromised or settled without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, unless such compromise or settlement only involves the payment of money damages for which Seller agrees to pay, in which case the consent of Buyer shall not be required. If Seller, within ten (10) business days after notice of such claim, fails to continuously and diligently in all material respects defend such claim, the Buyer Indemnified Party will (upon further notice to the Seller) have the right to undertake the defense, compromise or settlement of such claim on behalf of, for the account and risk of, and at the expense of Seller; provided, however, that such claim shall not be compromised or settled without the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
Notice and Control of Litigation. 12.3.1 A Person entitled to indemnification under this Article XII (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any Action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section 12.3.1 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice).
Notice and Control of Litigation. If any action, claim, suit or litigation is asserted in writing by a third party against a Parent Indemnified Party which would give rise to a claim under Section 10.1 (a "Third Party Claim"), Parent shall promptly notify (the "Parent Indemnification Notice") the Stockholders' Representatives in writing of the commencement or assertion of such Third Party Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. Parent may settle such Third Party Claim with the written consent of a Stockholders' Representative (not to be unreasonably withheld).
Notice and Control of Litigation. If any claim or liability is asserted in writing against a party entitled to indemnification under this Article (the "Indemnified Party") which would give rise to a claim under this Section, the Indemnified Party shall notify the person giving the indemnity (the "Indemnifying Partner") in writing of the same within 30 days of receipt of such written assertion or a claim or liability. The Indemnifying Party shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation. All parties agree to cooperate in the defense of such matters including, but not limited to, providing witnesses and documentary evidence as may be reasonably requested. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice.
Notice and Control of Litigation. 45 -------------------------------- Section 9.3. Notice of Claim 46 --------------- Section 9.4. Limitation of Liability 46 ----------------------- Section 9.5. Shareholders' Representative 46 ---------------------------- Section 9.6. Survival of Representations and Warranties 47 ------------------------------------------ Section 9.7. Exclusive Remedy 47 ----------------
Notice and Control of Litigation. (a) If any action, claim, suit or litigation is asserted in writing by a third party against a CFW Indemnified Party which would give rise to a claim under Section 9.1 ("Third Party Claim"), CFW shall promptly notify (the ----------- -------------------- "CFW Indemnification Notice") the Shareholders' Representative in writing --------------------------- of the commencement or assertion of such Third Party Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Shareholders' Representative, on behalf of the former Company shareholders, shall have the right to monitor the defense of such Third Party Claim (with the defense of such Third Party Claim being controlled by CFW) and engage counsel for that limited purpose at the consent of CFW (not to be unreasonably withheld). CFW may settle such Third Party Claim with the written consent of the Shareholders' Representative (not to be unreasonably withheld). Further, if the Shareholders' Representative reasonably determines that Escrow Losses that may be incurred may exceed either the individual or aggregate threshold of the Basket Amount (as defined below), the Shareholders' Representative shall have the right to employ separate counsel and participate in the defense of such Third Party Claim. CFW agrees to defend the Third Party Claim consistent with the manner in which a reasonably prudent person would defend such a claim absent the availability of indemnification.
