Common use of Notice; Third Party Claims Clause in Contracts

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Notice; Third Party Claims. For purposes of this Section 18C, “indemnified party” and “indemnifying party” shall, as appropriate, refer to Northland or Ocean Spray. The indemnified party shall promptly notify the indemnifying party in writing in reasonable detail (including the basis and the dollar amount), of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 or Section 9.2 of this AgreementSection, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding that includes a full release of the indemnified party and involves only monetary damages and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal reasonable costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. The indemnified party shall cooperate with the indemnified party and its legal representatives and accountants in the investigation of any action, claim, or liability covered by this Agreement.

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 7.1 or Section 9.2 of this Agreement7.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of (i) the indemnifying party, but only to the extent that such settlement is to be funded by the indemnifying party and (ii) the indemnified party, but the indemnified party's consent shall not unreasonably be withheld. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section Sections 9.1 or Section and 9.2 of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right and the obligation at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In , and in connection with any such third party claim, demand, action or proceeding, proceeding the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept and pay such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 VIII.1. or Section 9.2 VIII.2. of this Agreement, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action 28 or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Notice; Third Party Claims. The Following discovery of any facts or conditions that would reasonably be expected give rise to an Indemnifiable Loss, the indemnified party shall promptly notify the indemnifying party (such notice, an “Indemnity Claim Notice”) in reasonable detail of any claim, demand, action action, suit, investigation or proceeding instituted by a Person other than an indemnified party (a “Third Party Claim”) for which indemnification will be sought under Section 9.1 or Section 9.2 of this Agreement, including, to the extent known, the specific facts and if circumstances relating to such Indemnifiable Loss, the amount of the Indemnifiable Loss (to the extent the amount is known or capable of reasonable calculation or estimation at that time) and the specific Section(s) of this Agreement on which the party seeking indemnification is relying as a basis for its entitlement to such indemnification. At any time after an indemnified party has delivered an Indemnity Notice, such indemnified party in its discretion may supplement or amend such notice by delivery of any correspondence, updated or amended notice or other information relating to the claim covered by the original Indemnity Claim Notice. Failure or delay in notifying the indemnifying party will not relieve the indemnifying party of any liability it may have to the indemnified party, except and only to the extent that such failure or delay causes actual harm to the indemnifying party with respect to such Third Party Claim or non-Third Party Claim, as applicable. If such demand, action, suit, claim, demand, action investigation or proceeding is a third party claimThird Party Claim, demand, action or proceeding, then the indemnifying party will have the right right, at its expense expense, to participate in and/or assume the defense thereof using counsel reasonably acceptable to the indemnified partyparty (provided that, with respect to a Third Party Claim involving (i) any Contract with the U.S. Navy or the U.S. Coast Guard (where the U.S. Navy or U.S. Coast Guard is a party to such Third Party Claim), (ii) any matter described in Section 9.1(c) and (d) or (iii) a reputational or similarly substantial matter with respect to the indemnified party that if adversely determined would result in, or would reasonably be expected to result in a Material Adverse Effect, the indemnifying party will only have the right to assume the defense of such Third Party Claim if the indemnified party does not assume the defense thereof). The If the indemnifying party chooses to assume the defense, it shall notify the indemnified party within thirty (30) days of receipt of the Indemnity Claim Notice (or such lesser number of days set forth in the Indemnity Claim Notice as may be required by any Government Entity, any court proceeding or regulatory inquiry or investigation). If the indemnifying party assumes the defense, the indemnified party shall have the right to participate, at its own expense, with respect to any such third party demand, action, suit, claim, demand, action investigation or proceeding, it being understood, however, that the indemnifying party shall control the defense. Notwithstanding the immediately preceding sentence, the fees and expenses of the indemnified party’s counsel shall be at the expense of the indemnifying party if (A) the indemnifying party shall have failed, within the time after having been notified by the indemnified party of the existence of the Third Party Claim as provided in this Section 9.3(b), to assume the defense of such Third Party Claim, (B) the indemnifying party and the indemnified party are both named parties to the proceedings and the parties jointly shall have concluded in good faith that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the indemnified party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the indemnifying party in respect thereof. In connection with any such third party claim, demand, action or proceedingThird Party Claim, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession, including making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided. No such third party claim, demand, action or proceeding Third Party Claim shall be settled without the prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, that, with respect to any proposed settlement involving specific performance or other non-monetary settlement, including any restriction on the future conduct of the Business, the indemnified party may in its sole discretion withhold consent to any such settlement. If (I) a firm written offer is made to settle any such third Third Party Claim, demand, action or proceeding, (II) such settlement offer contains an unconditional release of the indemnified party claimwith respect to the indemnified portion of such Third Party Claim, demand, action or proceeding and does not provide for any relief other than the payment of monetary damages as to which the indemnified party will be fully indemnified pursuant to this Article IX, and (III) the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claimThird Party Claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claimThird Party Claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claimThird Party Claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' ’ fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' ’ fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 8.1 or Section 9.2 of this Agreement8.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume and control the defense thereof using counsel reasonably acceptable to the indemnified party; provided, that, the indemnifying party shall continue to be entitled to assert any limitation on any claims contained herein. The Should an indemnifying party so elect to assume the defense of a third party claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participateparticipate in the defense thereof and to employ counsel, at its own expense, with respect to any separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such third party claim, demand, action or proceedingdefense. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third The indemnifying party claim, demand, action or proceeding shall be settled without obtain the prior written consent of the indemnified party. If party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a firm written offer is made claim or ceasing to settle any defend such third party claimclaim if, demand, action pursuant to or proceeding and the indemnifying party proposes to accept as a result of such settlement and or cessation, injunctive or other equitable relief will be imposed against the indemnified party refuses to consent or if such settlement does not expressly and unconditionally release the indemnified party from all liabilities and obligations with respect to such settlementclaim, then: (i) the without prejudice except for payments that would be required to be paid by indemnified party hereunder. No indemnifying party shall be excused fromhave any obligation to indemnify any indemnified party with respect to any environmental, investigatory, corrective or remedial action (collectively “Remedial Actions”) except to the extent such Remedial Action is affirmatively required by Environmental Laws and then only to the extent of such measures (reasonably satisfactory to the indemnifying party) as are required for purposes of cost effective compliance with such Environmental Laws employing risk-based standards where applicable and assuming continued agricultural or industrial use of the subject property. The indemnifying party shall, upon receipt of notice of an indemnification claim hereunder with respect to any Remedial Action, have the right of reasonable access to any relevant property and the right (but not the obligation) to undertake control over the conduct of such Remedial Action (including without limitation negotiations with, and settlements with, governmental authorities and third parties), subject to the obligation to keep the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability reasonably informed of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount status and progress of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlementRemedial Action.

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 6.1 or Section 9.2 of this Agreement6.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using reputable counsel reasonably acceptable competent to handle the indemnified partysubject matter of the claim(s) at issue. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the indemnified party, but only to the extent that such settlement is to be funded by the indemnifying party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. All amounts due from Seller under this Article 6 may be set-off against the Note pursuant to Section 6.3(e), below.

Notice; Third Party Claims. The indemnified party shall promptly notify the indemnifying party in reasonable detail of any claim, demand, action or proceeding for which indemnification will be sought under Section 9.1 8.1 or Section 9.2 of this Agreement8.2 hereof, and if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume and control the defense thereof using counsel reasonably acceptable to the indemnified party; provided, that, the indemnifying party shall continue to be entitled to assert any limitation on any claims contained herein. The Should an indemnifying party so elect to assume the defense of a third party claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participateparticipate in the defense thereof and to employ counsel, at its own expense, with respect to any separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such third party claim, demand, action or proceedingdefense. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with reasonable access to relevant books and records in their possession. No such third The indemnifying party claim, demand, action or proceeding shall be settled without obtain the prior written consent of the indemnified party. If party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a firm written offer is made claim or ceasing to settle any defend such third party claimclaim if, demand, action pursuant to or proceeding and the indemnifying party proposes to accept as a result of such settlement and or cessation, injunctive or other equitable relief will be imposed against the indemnified party refuses to consent to or if such settlement, then: (i) the indemnifying party shall be excused from, settlement does not expressly and unconditionally release the indemnified party shall be solely responsible for, from all further defense of liabilities and obligations with respect to such third party claim, demand, action or proceeding; (ii) the maximum liability of the indemnifying party relating without prejudice except for payments that would be required to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the paid by indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement; and (iii) the indemnified party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the indemnified party, but if the amount thereafter recovered by such third party from the indemnified party is less than the amount of the proposed settlement, the indemnified party shall be reimbursed by the indemnifying party for such attorneys' fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlementhereunder.