Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. (a) A party or parties entitled to indemnification hereunder (an “Indemnified Party”) with respect to any legal proceeding, claim or demand instituted by any third party (in each case, a “Third-Party Claim”) will give the party or parties required to provide such indemnification (the “Indemnifier”) prompt written notice of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt of such notice of such Third-Party Claim) along with a notice of the facts giving rise to such Third-Party Claim; provided that the failure to provide prompt notice shall not relieve the Indemnifier of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifier is actually and materially prejudiced by the failure of the Indemnified Party to provide such prompt notice. (b) If the Indemnifier provides written notice to the Indemnified Party within twenty (20) days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifier shall have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71

Notice and Opportunity to Defend. (ai) A In the case of a claim based on a demand by a third party, a party or parties entitled to making a claim for indemnification hereunder (an “the "Indemnified Party”") shall notify in writing the indemnifying party (the "Indemnitor") of the claim, describing the claim, the amount thereof, and the basis therefor, within 15 days after a third-party claim is presented to the Indemnified Party. The Indemnitor shall have the right to assume the entire control of the defense, compromise or settlement thereof, and, in connection therewith, the Indemnified Party shall cooperate fully to make available to the Indemnitor all pertinent information under its control. If the Indemnitor fails to assume the defense of such claim within a reasonable length of time, the Indemnified Party may do so without the Indemnitor's participation, in which case the Indemnitor shall pay the expenses of such defense, and the Indemnified Party may settle or compromise such claim without the Indemnitor's consent. If the Indemnified Party fails to so notify the Indemnitor, and if the Indemnitor is thereby materially prejudiced by such failure of notice in its defense of the claim, the Indemnitor's obligation of indemnity hereunder shall be extinguished with respect to any legal proceeding, such claim or demand instituted by any third party (in each case, a “Third-Party Claim”) will give the party or parties required to provide such indemnification (the “Indemnifier”) prompt written notice of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt of such notice of such Third-Party Claim) along with a notice of the facts giving rise to such Third-Party Claim; provided that the failure to provide prompt notice shall not relieve the Indemnifier of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifier is actually and materially Indemnitor has been prejudiced by the failure of the Indemnified Party to provide give such prompt notice. (b) If the Indemnifier provides written notice to the Indemnified Party within twenty (20) days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifier shall have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71.

Notice and Opportunity to Defend. (a) A party or parties entitled to Each Person seeking indemnification hereunder under this Article 10 (an “the "Indemnified Party”") with respect to any legal proceeding, claim or demand instituted by any third party shall promptly notify in writing (in each case, a “Third-Party "Notice of Claim”") will give the party or parties required obligated to provide such indemnification (the “Indemnifier”"Indemnifying Party") prompt written notice of any Claim as to which indemnity may be sought, which Notice of Claim may be delivered to the Seller Representative if any Seller is the Indemnifying Party and which Notice of Claim shall set forth (i) a brief description of the nature of the Claim and the basis for the Indemnified Party's request for indemnification under this Agreement, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance policy and the estimated amount of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt of Loss which may be covered under such notice of such Third-Party Claim) along with a notice of the facts giving rise to such Third-Party Claim; provided that the insurance policy. The Indemnified Party's failure to give prompt Notice of Claim or to provide prompt notice copies of documents or to furnish relevant data, shall not relieve constitute a defense (in whole or in part) to any claim by the Indemnifier of its indemnification obligations hereunderIndemnified Party against the Indemnifying Party for Indemnification, except to the extent (and only to the extent) extent that such failure shall have caused or increased such liability or adversely affected the Indemnifier is actually and materially prejudiced by the failure ability of the Indemnified Indemnifying Party to provide such prompt notice. (b) If the Indemnifier provides written notice to the Indemnified Party within twenty (20) days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifier shall have the right, at the Indemnifier’s expense, to defend against, negotiate, settle against or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71reduce its liability.

Notice and Opportunity to Defend. The party indemnified under this Article 9 (a) A party or parties entitled to indemnification hereunder (an “the "Indemnified Party”") with respect to any legal proceeding, claim or demand instituted by any third shall promptly notify in writing the indemnifying party (in each case, a “Third-Party Claim”the "Indemnifying Party") will give the party or parties required to provide such indemnification (the “Indemnifier”) prompt written notice of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt of such notice of such Third-Party Claim) along with a notice of the facts any matter giving rise to an obligation to indemnify and the Indemnifying Party shall defend such Third-Party Claim; claim at its expense with counsel reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party may not settle any such claim without the consent of the Indemnified Party. The Indemnified Party agrees to cooperate with the Indemnifying Party and to make reasonably available to the Indemnifying Party any necessary records or documents in the possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or compromise such claim without the Indemnifying Party's consent. The failure of any Indemnified Party to provide prompt give notice as provided herein shall not relieve the Indemnifier Indemnifying Party of its indemnification obligations hereunder, hereunder except to the extent (and only to the extent) that the Indemnifier Indemnifying Party is actually and materially prejudiced by the such failure of the Indemnified Party to provide such prompt give notice. (b) If the Indemnifier provides written notice to the Indemnified Party within twenty (20) days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifier shall have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71.

Notice and Opportunity to Defend. (a) A party If there occurs an event which Seller or parties entitled a Purchaser Indemnified Person asserts is an indemnifiable event pursuant to indemnification hereunder (an “Indemnified Party”Sections 11.1 or 11.2, the Person(s) with respect to any legal proceeding, claim or demand instituted by any third party (in each case, a “Third-Party Claim”) will give the party or parties required to provide such seeking indemnification (the “IndemnifierIndemnified Person”) prompt written notice shall notify in writing the Party obligated to provide indemnification (the “Indemnifying Party”) promptly, but no later than twenty (20) Business Days, after the Indemnified Person is informed of such Third-Party Claim (with prompt interpreted any claim, event or matter as to mean within thirty (30) calendar days after receipt of such notice of such Third-Party Claim) along with a notice of the facts giving rise to such Third-Party Claimwhich indemnity may be sought; provided that the failure of the Indemnified Person to provide prompt give notice as provided in this Section 11.6 shall not relieve the Indemnifier any Indemnifying Party of its indemnification obligations hereunderunder Section 11.1, except to the extent that such failure prejudices the rights of any such Indemnifying Party. In the event of any claim, action, suit, proceeding or demand asserted by any Person who is not a Party or a Purchaser Indemnified Person (and only or a successor to such Party or Person) (a “Third Party Claim”) which is or gives rise to an indemnification claim, the extentIndemnifying Party may elect within ten (10) Business Days to participate or assume the defense of any such claim or any litigation resulting therefrom using counsel that upon retention to represent the Indemnifier Indemnifying Party with respect to such matter is actually and materially prejudiced by the failure of the Indemnified Party to provide such prompt notice. (b) If the Indemnifier provides written notice reasonably satisfactory to the Indemnified Person (who must give the Indemnifying Party written notice of any objection to such counsel within twenty five (205) days Business Days after the Indemnifier’s its receipt of written notice from the Indemnified Party of such Third-Party Claimretention and absent such objection, the Indemnifier such counsel shall have the right, at the Indemnifier’s expense, be deemed to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71be reasonably acceptable).

Notice and Opportunity to Defend. (a) A The party or parties entitled to indemnification indemnified hereunder (an “the "Indemnified Party”") with respect to any legal proceeding, claim or demand instituted by any third shall notify in writing the indemnifying party (in each case, a “Third-Party Claim”the "Indemnifying Party") will give the party or parties required to provide such indemnification (the “Indemnifier”) prompt written notice of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt a third party claim is presented to the Indemnified Party and the Indemnifying Party shall defend such claim at its expense and may select the attorneys for such defense, who shall be reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not defend such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense. Neither the Indemnified Party nor the Indemnifying Party may settle or compromise such claim without the other party's consent, which shall not be unreasonably withheld. If the Indemnified Party fails to notify the Indemnifying Party of a third party claim as provided in this Section 7.3, and if the Indemnifying Party is thereby prejudiced by such failure of notice of such Third-Party Claim) along with a notice in its defense of the facts giving rise claim, the Indemnifying Party's obligation of indemnity hereunder shall be extinguished with respect to such Third-Party Claim; provided that the failure to provide prompt notice shall not relieve the Indemnifier of its indemnification obligations hereunder, except claim to the extent (and only to the extent) that the Indemnifier is actually and materially Indemnifying Party has been prejudiced by the failure of the to give such notice. The Indemnified Party and Indemnifying Party agree to provide cooperate in good faith in the defense and/or settlement of any such prompt noticeclaim. (b) If Notwithstanding the Indemnifier provides written notice foregoing, the parties hereto agree that with respect to the Indemnified Party within twenty (20Shareholders' obligations to indemnify, defend and hold harmless Purchaser from and against Identified Litigation the terms of this Section 7.3(a) days after shall not apply, and that the Indemnifier’s receipt provisions of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifier Section 7.3(b) shall have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71govern.

Notice and Opportunity to Defend. (a) A party If there occurs an event that a Buyer Indemnified Person or parties entitled to indemnification hereunder a Seller Indemnified Person, as applicable (an “Indemnified Party”) with respect asserts is an indemnifiable event pursuant to any legal proceedingSection 9.1(a) or Section 9.1(b), claim the Indemnified Party seeking indemnification shall notify the other Party or demand instituted by any third party (in each case, a “Third-Party Claim”) will give the party or parties required Parties obligated to provide such indemnification (the “IndemnifierIndemnifying Party”) prompt promptly, but no later than 5 days after such Indemnified Party receives written notice in the case of such Third-Party Claim (with prompt interpreted to mean within thirty (30) calendar days after receipt of such notice of such Third-a Third Party Claim) along with a notice , of the facts giving rise any such claim, event or matter as to such Third-Party Claimwhich indemnity may reasonably be expected to be sought in good faith; provided that the failure to provide prompt notice shall not relieve the Indemnifier of its indemnification obligations hereunder, except to the extent (and only to the extent) that the Indemnifier is actually and materially prejudiced by the failure of the Indemnified Party to give notice as provided in this Section 9.1(f) shall not relieve any Indemnifying Party of its obligations under Section 9.1, except to the extent that such failure prejudices the rights of any such Indemnifying Party or to the extent that such failure increases the Losses for which the Indemnifying Party is required to provide indemnification. Any notice of a claim, event or matter as to which indemnity may be sought shall include a reasonably detailed description of such prompt notice. (b) If claim, event or matter, the Indemnifier provides written notice basis of the claim for indemnification, copies of material, non-privileged documentation reasonably accessible to or in the possession of the Indemnified Party within twenty (20) days after the Indemnifier’s receipt of written notice from that the Indemnified Party believes supports such claim for indemnification, and a good faith estimate of such Third-Party Claim, the Indemnifier shall have the right, at the Indemnifier’s expense, amount of Losses incurred or which reasonably could be expected to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have be incurred by the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71in connection with such claim.

Notice and Opportunity to Defend. (a) A The party or parties entitled making a claim under this Article 11 is referred to indemnification hereunder (as the "Indemnitee," and the party against whom such claims are asserted under this Article 11 is referred to as the "Indemnifying Party." All claims by any Indemnitee under this Article 11 in respect of a third party claim shall be asserted and resolved as follows: promptly after receipt by an “Indemnified Party”) with respect to Indemnitee of notice of any legal proceedingdemand, claim or demand instituted by circumstances from any third party which, with the lapse of time, would or is reasonably likely to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that is reasonably likely to result in each casea Loss, a “Third-Party Claim”) will the Indemnitee shall give the party or parties required to provide such indemnification notice thereof (the “Indemnifier”"Claims Notice") prompt written notice to the Indemnifying Party even if as of such Third-Party Claim date the Basket Amount has not been reached. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (with prompt interpreted estimated, if necessary and to mean within thirty (30the extent feasible) calendar days after receipt of such notice of such Third-Party Claim) along with a notice of the facts giving rise Loss that has been or is reasonably likely to be suffered by the Indemnitee. The failure by the Indemnitee to give any such Third-Party Claim; provided that the failure to provide Claims Notice in a prompt notice manner shall not relieve the Indemnifier Indemnifying Party of its any indemnification obligations obligation hereunder, except and solely to the extent (and only to the extent) that the Indemnifier Indemnifying Party is actually and materially prejudiced by the failure of the Indemnified Party to provide such prompt notice. (b) If the Indemnifier provides written notice to the Indemnified Party within twenty (20) days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Third-Party Claim, the Indemnifier shall have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Third-Party Claim and to have the Indemnified Party represented by counsel selected by the Indemnifier and the Indemnified Party 71thereby.