Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 9 contracts
Samples: Share Exchange Agreement (Aviation Holdings Group Inc/Fl), Share Exchange Agreement (Aviation Holdings Group Inc/Fl), Share Exchange Agreement (Aviation Holdings Group Inc/Fl)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.and
Appears in 8 contracts
Samples: Share Exchange Agreement (Aviation Holdings Group Inc/Fl), Share Exchange Agreement (Aviation Holdings Group Inc/Fl), Share Exchange Agreement (Aviation Holdings Group Inc/Fl)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation, provided that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party's expense and provided, at its optionfurther, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 4 contracts
Samples: Registration Rights Agreement (Lodgian Inc), Registration Rights Agreement (Lodgian Inc), Registration Rights Agreement (Lodgian Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or Section 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.1 or Section 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereofof such action, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party (whose approval shall not be unreasonably withheld), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided, that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party’s expense, at its optionand provided, defendfurther, settle that all indemnified parties shall have the right to employ one counsel to represent them if, in the reasonable judgment of such indemnified parties, after receiving the advice of counsel experienced in the defense of matters for which indemnity may be sought hereunder, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its written consent. The indemnifying party’s liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Notices of Claims. Promptly after receipt by a Holder Covered Person or a Newmark Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, Newmark, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation , conditioned or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defensedelayed. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 3 contracts
Samples: Registration Rights Agreement (BGC Partners, Inc.), Registration Rights Agreement (Newmark Group, Inc.), Registration Rights Agreement (Newmark Group, Inc.)
Notices of Claims. Promptly after receipt by a Holder Covered Person or an indemnified party Xxxx Covered Person (each, an “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, Xxxx, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation , conditioned or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defensedelayed. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 3 contracts
Samples: Registration Rights Agreement (Arlo Technologies, Inc.), Registration Rights Agreement (Netgear, Inc), Form of Registration Rights Agreement (Arlo Technologies, Inc.)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) 17.5 unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 3 contracts
Samples: Acquisition Agreement (Microleague Multimedia Inc), Acquisition Agreement (Hearst Corp), Acquisition Agreement (Ameritech Corp /De/)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 5.1 or 5.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Sections 5.1 or 5.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereofof such action, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party (whose approval shall not be unreasonably withheld), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided, that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party’s expense, at its optionand provided, defendfurther, settle that all indemnified parties shall have the right to employ one counsel to represent them if, in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its written consent. The indemnifying party’s liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) 7.5 unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Hearst Corp), Stock Purchase Agreement (Microleague Multimedia Inc), Stock Purchase Agreement (Ameritech Corp /De/)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereofof such action, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided, that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party’s expense and provided, at its optionfurther, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its written consent. The indemnifying party’s liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party hereunder of written notice of the commencement of any action or proceeding involving Action with respect to which a claim hereunderfor indemnification may be sought pursuant to this Article III, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action, Action; provided that the failure of any indemnified party the Indemnified Party to give prompt notice as provided herein (i) shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article III, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give prompt notice, and (ii) shall not, in any event, relieve the indemnifying party from any obligations which it may otherwise have to any Indemnified Party in addition to any indemnification obligation provided in Sections 3.1 and 3.2. In case any such action Action is brought against an indemnified party, the indemnifying party shall be entitled to participate in andIndemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such indemnified Indemnified Party and indemnifying parties exists may exist in respect of such claimAction, the indemnifying party will be entitled to participate in and to assume the defense thereofthereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseinvestigation. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into settle any settlement that Action which (i) does not include include, as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to of such claim Action, and (ii) does not involve the imposition of equitable remedies or litigationof any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for such Indemnified Party will be indemnified hereunder.
Appears in 3 contracts
Samples: Registration Rights Agreement (VIASPACE Inc.), Registration Rights Agreement (VIASPACE Green Energy Inc.), Employment Agreement (VIASPACE Inc.)
Notices of Claims. Etc. Promptly after receipt by an indemnified party Indemnified Party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Section 3.5, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, ; provided that the failure of any indemnified party the Indemnified Party to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Section 7.5(c3.5(a) unless or 3.5(b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in andIndemnified Party, unless in such Indemnified Party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notifyIf, in writingsuch Indemnified Party's reasonable judgment, having common counsel would result in a conflict of interest between the interests of such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense)indemnified and indemnifying parties, then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party all information reasonably available to the indemnified party that relates to represent or defend such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate Indemnified Party in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; providedit being understood, however, that the indemnifying party shall will not unreasonably withhold, delay or condition its consentbe liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to of such claim or litigation.
Appears in 3 contracts
Samples: Stockholders' Agreement (Evenflo Co Inc), Stockholders' and Registration Rights Agreement (Regal Cinemas Inc), Stockholders' Agreement (Evenflo Co Inc)
Notices of Claims. Promptly after receipt by a Holder Covered Person or a Guild Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, Guild, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation , conditioned or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defensedelayed. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 2 contracts
Samples: Registration Rights Agreement (Guild Holdings Co), Registration Rights Agreement (Guild Holdings Co)
Notices of Claims. Promptly after receipt by a Holder Covered Person or a Lazard Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, Lazard, on the one hand, or Intesa or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 2 contracts
Samples: Termination Agreement (Lazard Group LLC), Registration Rights Agreement (Lazard LTD)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in this Section 4.6, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 4.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; provided, however, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of or any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Kideo Productions Inc), Note and Warrant Purchase Agreement (Kideo Productions Inc)
Notices of Claims. Promptly after receipt by a Holder Covered Person or an indemnified party Solta Covered Person (each, an “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, Solta, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation , conditioned or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defensedelayed. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 2 contracts
Samples: Registration Rights Agreement (Solta Medical Corp), Registration Rights Agreement (Solta Medical Corp)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Sections 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereofof such action, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party (whose approval shall not be unreasonably withheld), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided, that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party’s expense and provided, at its optionfurther, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its written consent. The indemnifying party’s liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Sections 4.1 and 4.2 above, such indemnified party shallwill give, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, and with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of reasonable investigation. In the event that If the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person Person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of in each case at the indemnifying party's expense. In any event, which consent unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be unreasonably withheldlosses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised informed at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense, except that the indemnifying party shall be liable for such reasonable costs and expenses if, in such indemnified party's reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist as described above. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised informed at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a general written release from all liability in with respect to such claim or litigation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hilb Rogal & Hamilton Co /Va/), Registration Rights Agreement (Hilb Rogal & Hamilton Co /Va/)
Notices of Claims. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article VI, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case If any such claim or action is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate in therein, and, unless to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, further, that if, in the indemnified party's reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying parties party exists or may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to then such indemnified party of its election so shall have the right to assume participate in the defense thereof, the indemnifying party shall not be liable of such claim and to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days employ one firm of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense attorneys at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld's expense to represent such indemnified party. The No indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party's consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Registration Rights Agreement (Esl Investments Inc), Registration Rights Agreement (Kmart Holding Corp)
Notices of Claims. Promptly after receipt by a Purchaser Covered Person or a Corporation Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this paragraph, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, the Corporation, on the one hand, or Purchaser, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless paragraph, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Patriot Financial Partners Lp), Stock Purchase Agreement (Central Valley Community Bancorp)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding paragraph (a) or (b) of this SECTION 7, such indemnified party Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partyIndemnifying Party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided PROVIDED that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under the preceding paragraphs of this Section 7.5(c) unless SECTION 7, except to the indemnifying party extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in and, unless unless, in the reasonable judgment of any Indemnified Party, a conflict of interest between such indemnified Indemnified Party and indemnifying parties any Indemnifying Party exists in with respect of to such claim, to assume the defense thereof, jointly with any other indemnifying party Indemnifying Party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; PROVIDED that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to Indemnified Party may participate in such defense with at the Indemnified Party's expense; and PROVIDED FURTHER that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of its choice at its sole cost the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and expensein that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the indemnifying party does Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such defenseclaim, unless in the indemnified party reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall keep be obligated to pay the indemnifying party apprised at all times as is reasonably practicable as fees and expenses of up to one such additional counsel for the status of the defenseIndemnified Parties. No indemnifying party Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the Indemnified Party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tunes Com Inc), Registration Rights Agreement (Tunes Com Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Sections 4.1 and 4.2 above, such indemnified party shallwill give, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, and with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of reasonable investigation. In the event that If the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 thirty (30) days of receipt of any indemnification notice to notify, in writing, such person Person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of in each case at the indemnifying party's expense. In any event, which consent unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be unreasonably withheldlosses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised informed at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense, except that the indemnifying party shall be liable for such reasonable costs and expenses if, in such indemnified party's reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist as described above. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised informed at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a general written release from all liability in with respect to such claim or litigation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Open Plan Systems Inc), Registration Rights Agreement (Landamerica Financial Group Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 4.1 and 4.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; provided, however, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 2 contracts
Samples: Registration Rights Agreement (Network 1 Security Solutions Inc), Securities Purchase Agreement (Network 1 Security Solutions Inc)
Notices of Claims. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article VI, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case If any such claim or action is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate in therein, and, unless to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, further, that if, in the indemnified party’s reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying parties party exists or may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to then such indemnified party of its election so shall have the right to assume participate in the defense thereof, the indemnifying party shall not be liable of such claim and to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days employ one firm of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense attorneys at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld’s expense to represent such indemnified party. The No indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party’s consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lazard LTD), Registration Rights Agreement (Lazard LTD)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party’s expense and provided, at its optionfurther, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Notices of Claims. Promptly after receipt by a Holder Covered Person or a SpinCo Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, SpinCo, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation , conditioned or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defensedelayed. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bausch & Lomb Corp), Registration Rights Agreement (Bausch Health Companies Inc.)
Notices of Claims. etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to xxx, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.
Appears in 1 contract
Samples: Registration Rights Agreement (Take Two Interactive Software Inc)
Notices of Claims. etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding paragraphs of this Section 3.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying partyparty hereunder, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 7.5(c) unless the indemnifying party is actually prejudiced by such failure to give notice3.7. In case any such action is brought against an indemnified party, the indemnifying party shall will be entitled to participate in and, unless a conflict of interest between such indemnified therein and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event , provided that if such indemnified party and the indemnifying party advises an indemnified party reasonably determine, based upon advice of their respective independent counsel, that it will contest a claim for indemnification hereunder, or fails, within 30 days conflict of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then interest may exist between the indemnified party may, at its option, defend, settle or otherwise compromise or pay and the indemnifying party with respect to such action and that it is advisable for such indemnified party to be represented by separate counsel, such indemnified party may retain other counsel, reasonably satisfactory to the indemnifying party, to represent such indemnified party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel. No indemnifying party, in the defense of any such claim or claim litigation, shall, except with the consent of the indemnifying such indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Samples: Registration and Participation Agreement (Wesco Distribution Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 14(a), 14(b) or 14(c) such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 14, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; provided, however, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 1 contract
Samples: Settlement Agreement and General Release (Gvi Security Solutions Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party's expense and provided, at its optionfurther, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Sections 4.1 and 4.2 above, such indemnified party shallwill give, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a material conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel chosen by the indemnifying party may wishwho is reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of reasonable investigation. In the event that If the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 thirty (30) days of receipt of any written indemnification notice to notify, in writing, such person Person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with claim. In any event, unless and until the consent indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party's reasonable costs and expenses arising out of the indemnifying partydefense, which consent settlement or compromise of any such action, claim or proceeding shall not be unreasonably withheldlosses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised informed at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense, except that the indemnifying party shall be liable for such reasonable costs and expenses if, in such indemnified party's reasonable judgment, a material conflict of interest between such indemnified and indemnifying parties may exist as described above. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised informed at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in with respect to such claim or litigation.
Appears in 1 contract
Samples: Registration Rights Agreement (TFC Enterprises Inc)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding paragraph (a) or (b) of this Section 6, such indemnified party Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partyIndemnifying Party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under the preceding paragraphs of this Section 7.5(c) unless 6, except to the indemnifying party extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in and, unless unless, in the reasonable judgment of any Indemnified Party, a conflict of interest between such indemnified Indemnified Party and indemnifying parties any Indemnifying Party exists in with respect of to such claim, to assume the defense thereof, jointly with any other indemnifying party Indemnifying Party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided that the indemnifying party advises an indemnified party Indemnified Party may participate in such defense at the Indemnified Party's expense; and provided further that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will contest a claim not be obligated to pay the fees and expenses of more than one counsel for indemnification hereunderthe Indemnified Parties with respect to such claim, or fails, within 30 days of receipt unless in the reasonable judgment of any indemnification notice Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to notifysuch claim, in writing, which event the Indemnifying Party shall be obligated to pay the fees and expenses of such person of its election to defend, settle additional counsel for the Indemnified Parties or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with counsels. Without the consent of the indemnifying partyIndemnified Party, which consent no Indemnifying Party shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Registration Rights Agreement (Rainwire Partners Inc /De/)
Notices of Claims. Promptly after receipt by a Holder Covered Person or a BGC Partners Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article V, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, BGC Partners, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article V, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article V for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party under this Clause 3 of notice of the commencement of any action or proceeding involving a claim hereunder(including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an any indemnifying partyparty under this Clause 3, give deliver to the indemnifying party a written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, thereof and the indemnifying party shall be entitled have the right to participate in in, and, unless a conflict of interest between such indemnified and to the extent the indemnifying parties exists in respect of such claim, to assume the defense thereofparty so desires, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wishnoticed, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof with counsel mutually satisfactory to the parties. An indemnified party (together with all other indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party shall not would be liable inappropriate due to actual or potential differing interests between such indemnified party for and any legal or other expenses subsequently incurred party represented by the latter such counsel in connection with the defense thereofsuch proceeding. In the event that The failure to deliver written notice to the indemnifying party advises an indemnified party that it will contest within a claim for indemnification hereunder, or fails, within 30 days reasonable time of receipt the commencement of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues if prejudicial to its defense at ability to defend such action, shall relieve such indemnifying party of any time after it commences such defense), then liability to the indemnified party mayunder this Clause 3 to the extent the indemnifying party is prejudiced as a result thereof, at its optionbut the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Clause 3. No indemnifying party, defendin the defense of any such claim or litigation, settle or otherwise compromise or pay such action or claim shall, except with the consent of the indemnifying each indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Notices of Claims. Promptly after receipt by a Holder Covered Person or a BGC Partners Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, BGC Partners, on the one hand, or Cantor or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 1 contract
Notices of Claims. ETC. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided PROVIDED that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to sue, in respect to such claim or litigationlixxxation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.
Appears in 1 contract
Notices of Claims. Promptly after receipt by a Purchaser Covered Person or an indemnified party Issuer Covered Person (each, an “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this paragraph, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, the Issuer, on the one hand, or Purchaser, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 7.5(c) unless paragraph, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding paragraphs of this Section 4, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter such indemnifying party of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 7.5(c) unless 4, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in may exist with respect of to such claim, such indemnified party shall permit such indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to of such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information counsel reasonably available satisfactory to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consentparty; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder. If such defense is not unreasonably withhold, delay or condition its consent. No assumed by the indemnifying party shallas permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the consent indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or (ii) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to, but only to the extent reasonably necessary in such indemnified party’s reasonable judgment, one local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Notices of Claims. Promptly after receipt by a Purchaser(s) Covered Person or a Issuer Covered Person (each, an indemnified party "Indemnified Party") of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this paragraph, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, the Issuer, on the one hand, or Purchaser(s), on the other hand (such Person or Persons, the "Indemnifying Party"), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless paragraph, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party's expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party's written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 1 contract
Notices of Claims. etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 2.5(a) or (b), such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c2.5(a) unless or (b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of such indemnified party, and in the opinion of such indemnified party's counsel, a conflict of interest may exist between such indemnified party and the indemnifying parties exists in party with respect of to such claim, each indemnified party agrees to permit the indemnifying party to assume the defense thereof, jointly of such claim with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishsuch indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoinvestigation. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for all indemnified parties with respect to such claim, unless in the reasonable judgment of an indemnified party, and in the opinion of such indemnified party's counsel, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseor counsels. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnified party will enter into any settlement without the written consent of the indemnifying party (which consent will not be unreasonably withheld).
Appears in 1 contract
Samples: Registration Rights Agreement (Childrens Beverage Group Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) 2.10 unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 thirty (30) days of receipt of any indemnification notice to notify, in writing, such person indemnified party of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not to be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, shall without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Samples: Registration Rights Agreement (SCP Private Equity Partners Ii Lp)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c7.4(c) unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Samples: Share Purchase Agreement (Aviation Holdings Group Inc/Fl)
Notices of Claims. Promptly after receipt by an indemnified party ----------------- of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 1.8 (a) or (b), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the -------- failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 1.8, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation, provided that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such -------- defense at the indemnified party's expense, at its optionand, defendprovided further, settle that the -------- ------- indemnified party or otherwise compromise indemnified parties shall have the right to employ one counsel to represent it or pay such action them if, in the reasonable judgment of the indemnified party or claim with the consent indemnified parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of one such counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of the claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified party shall be entitled parties with respect to participate such claim, unless in such defense with counsel the reasonable judgment of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the any indemnified party shall keep a conflict of interest may exist between such indemnified party and any other indemnified with respect to such claim, in which event the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable obligated to pay the fees and expenses of such additional counsel for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentindemnified parties. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to xxx, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an Employment of Counsel. Any party which proposes to assert the right to be indemnified under this Section 7 promptly shall notify in writing each party of notice of the commencement of any action or proceeding involving against which a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter under this Section 7 of the commencement institution of such action, provided that but the failure omissions so to notify such indemnifying party of any such action shall not relieve it from any liability it may have to any indemnified party otherwise than under this Section 7. Such indemnifying party or parties shall assume the defense of such action, including the employment of counsel (satisfactory to give notice as provided herein the indemnified party) and payment of fees and expenses, including attorneys' fees. An indemnified party shall not relieve have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of such counsel shall have been authorized in writing by the indemnifying party of its obligations under this Section 7.5(c) unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying or parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that of such action or the indemnifying party advises an or parties shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties reasonably shall have concluded that there may be defenses available to it will contest a claim for indemnification hereunder, or fails, within 30 days them which are different from or additional to those available to such indemnifying party or parties (in which case such indemnifying party or parties shall not have the right to direct the defense of receipt such action on behalf of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party mayor parties), at its option, defend, settle or otherwise compromise or pay in any of which events such action or claim with the consent of the indemnifying party, which consent fees and expenses shall not be unreasonably withheld. The indemnified party shall cooperate fully with the borne by such indemnifying party or parties. Anything in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish this paragraph to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The contrary notwithstanding, an indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, such claim or proceeding action effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Samples: Aerocentury Fund Iv Inc
Notices of Claims. etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderClaim referred to in this Article Two, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article Two, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such Claim, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigationClaim.
Appears in 1 contract
Samples: Warrant Agreement (Surgicare Inc/De)
Notices of Claims. ETC. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided PROVIDED that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to xxx, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.
Appears in 1 contract
Samples: Registration Rights Agreement (Touch Tone America Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Sections 4.1 and 4.2 above, such indemnified party shallwill give, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, and with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of reasonable investigation. In the event that If the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person Person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of in each case at the indemnifying party’s expense. In any event, which consent unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be unreasonably withheldlosses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised informed at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense, except that the indemnifying party shall be liable for such reasonable costs and expenses if, in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist as described above. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised informed at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a general written release from all liability in with respect to such claim or litigation.
Appears in 1 contract
Notices of Claims. Promptly after receipt by a Purchaser(s) Covered Person or a Issuer Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this paragraph, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, the Issuer, on the one hand, or Purchaser(s), on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless paragraph, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 1 contract
Notices of Claims. etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to xxx, in respect to such claim or litigation.. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 10 (American International Petroleum Corporation)
Appears in 1 contract
Samples: Registration Rights Agreement (American International Petroleum Corp /Nv/)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in this Section 4.6, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 4.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; provided, however, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Kideo Productions Inc)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party of ----------------- notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding paragraph (a) or (b) of this Section 7, such indemnified party --------- Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partyIndemnifying Party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party -------- Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under the preceding paragraphs of this Section 7.5(c) unless 7, except to the indemnifying party extent that the Indemnifying Party is actually --------- prejudiced by such failure to give notice. In case any such action is brought against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in and, unless unless, in the reasonable judgment of any Indemnified Party, a conflict of interest between such indemnified Indemnified Party and indemnifying parties any Indemnifying Party exists in with respect of to such claim, to assume the defense thereof, jointly with any other indemnifying party Indemnifying Party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided that the indemnifying party advises an indemnified party Indemnified Party may participate in such -------- defense at the Indemnified Party's expense; and provided further that the -------- ------- Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notifythem if, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent reasonable judgment of the indemnifying partyIndemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party are different from or in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish addition to the indemnifying party all information reasonably those available to the indemnified party Indemnifying Party, and in that relates to event the reasonable fees and expenses of such action or claim. The indemnifying party one counsel shall keep be paid by the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoIndemnifying Party. If the indemnifying party Indemnifying Party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the indemnified party fees and expenses of more than one counsel for the Indemnified Parties in a single jurisdiction with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If for the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseIndemnified Parties. No indemnifying party Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party each Indemnified Party of a release from all liability in respect to such claim or litigationlitigation without the consent of the Indemnified Party. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Registration Rights Agreement (Stream International Holdings Inc)
Notices of Claims. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Section 7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party7, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified except to the extent that the indemnifying party may wishis prejudiced by such failure of any indemnified party to give notice. If any such claim or action shall be brought against an indemnified party, and after notice from it shall notify the indemnifying party thereof, the indemnifying party shall, at its own expense, be entitled to such indemnified party of its election so participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof, thereof with counsel reasonably satisfactory to the indemnified party and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by expenses; PROVIDED, HOWEVER, that if, in the latter in connection with indemnified party's reasonable judgment, a conflict of interest between the defense thereof. In the event that indemnified party and the indemnifying party advises an exists in respect of such claim, then such indemnified party that it will contest a shall have the right to participate in the defense of such claim for indemnification hereunder, or fails, within 30 days and to employ one firm of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense attorneys at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld's expense to represent such indemnified party. The No indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party's consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement, which shall not be unreasonably withheld.
Appears in 1 contract
Samples: Registration Rights Agreement (Mortgage & Realty Trust)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party ----------------- of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 6, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against a party required to provide indemnification (an indemnifying party"Indemnifying Party"), give written notice to the latter of the commencement of such action, provided provided, however that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party -------- ------ Indemnifying Party of its obligations obligation under the preceding subdivisions of this Section 7.5(c) unless 6, except to the indemnifying party extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified partyIndemnified Party, unless in such Indemnified Party's reasonable judgement a conflict of interest between such Indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party Indemnifying Party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party Indemnifying Party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other then reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseinvestigation. No indemnifying party Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the Indemnified Party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Person under subsection (a) or (b) above of notice of the commencement of any action or proceeding involving a claim hereunderaction, such indemnified party Indemnified Person shall, if a claim in respect thereof is to be made against an indemnifying partyparty under this Section 5, give written notice to the latter notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any Indemnified Person otherwise than under the indemnification provisions of such actionor contemplated by subsection (a) or (b) above; and further, provided that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations it from any liability that it may have under this Section 7.5(c) unless 5 except to the indemnifying party is actually extent it has been prejudiced by such failure to give noticefailure. In case any such action is shall be brought against any Indemnified Person and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in therein and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person (who shall not, except with the consent of the Indemnified Person, be counsel to the extent that the indemnifying party may wishparty), and and, after notice from the indemnifying party to such indemnified party Indemnified Person of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party Indemnified Person under this Section 5 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such Indemnified Person, in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consentinvestigation; provided, however, that the Indemnified Persons shall have the right to employ counsel to represent jointly the Indemnified Persons and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Persons against the indemnifying party under this Section 5 if, in the reasonable judgment of the Indemnified Persons, it is advisable for the Indemnified Persons and those directors, officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall not unreasonably withholdbe paid by the indemnifying parties, delay or condition its consentprovided, however, that in no event shall the Company be responsible for the fees and expenses of more than one such separate counsel (other than local counsel). No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld)Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement that threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim and (ii) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act, by the claimant or plaintiff to such indemnified party on behalf of a release from all liability in respect to such claim or litigationany Indemnified Person.
Appears in 1 contract
Samples: Registration Rights Agreement (Nabi Biopharmaceuticals)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section IV.1 and IV.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless IV hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; provided, however, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 1 contract
Samples: License and Distribution Agreement (Network 1 Security Solutions Inc)
Notices of Claims. Promptly after receipt by a Purchaser Covered Person or a Corporation Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this paragraph, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, the Corporation, on the one hand, or a Purchaser, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless paragraph, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
Appears in 1 contract
Samples: Stock Purchase Agreement (Central Valley Community Bancorp)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 5.1 or 5.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 5.1 or 5.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; provided that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party's expense; and provided, at its optionfurther, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Notices of Claims. Etc. Promptly after receipt by an indemnified party Indemnified Party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Section 3.5, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, ; provided that the failure of any indemnified party the Indemnified Party to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Section 7.5(c3.5(a) unless or 3.5(b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in andIndemnified Party, unless in such Indemnified Party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notifyIf, in writingsuch Indemnified Party's reasonable judgment, having common counsel would result in a conflict of interest between the interests of such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense)indemnified and indemnifying parties, then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party all information reasonably available to the indemnified party that relates to represent or defend such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate Indemnified Party in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; providedit being understood, however, that the indemnifying party shall will not unreasonably withhold, delay or condition its consentbe liable for the reasonable fees and expenses of more than one 16 16 separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to of such claim or litigation.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 4.1 and 4.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 1 contract
Samples: Registration Rights Agreement (Network 1 Security Solutions Inc)
Notices of Claims. ETC. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to xxx, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.
Appears in 1 contract
Samples: Registration Rights Agreement (Visual Edge Systems Inc)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.6 or 6.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.6 or 6.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishsuch indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseinvestigation. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Samples: Shareholders Agreement (Springs Co)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Sections 4.1 and 4.2 above, such indemnified party shallwill give, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, and with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of reasonable investigation. In the event that If the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person Person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of in each case at the indemnifying party's expense. In any event, which consent unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be unreasonably withheldlosses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised informed at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense, except that the indemnifying party shall be liable for such reasonable costs and expenses if, in such indemnified party's reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist as described above. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised informed at all times as is reasonably practicable as to the status of the defense; PROVIDED, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; providedPROVIDED, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a general written release from all liability in with respect to such claim or litigation.
Appears in 1 contract
Samples: Registration Rights Agreement (Phoenix Home Life Mutual Insurance Co)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Person under subsection (a) or (b) above of notice of the commencement of any action or proceeding involving a claim hereunderaction, such indemnified party Indemnified Person shall, if a claim in respect thereof is to be made against an indemnifying partyparty under this Section 5, give written notice to the latter notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any Indemnified Person otherwise than under the indemnification provisions of such actionor contemplated by subsection (a) or (b) above; and further, provided that the failure of any indemnified to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations it from any liability that it may have under this Section 7.5(c) unless 5 except to the indemnifying party is actually extent it has been materially prejudiced by such failure to give noticefailure. In case any such action is shall be brought against any Indemnified Person and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in therein and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person (who shall not, except with the consent of the Indemnified Person, be counsel to the extent that the indemnifying party may wishparty), and and, after notice from the indemnifying party to such indemnified party Indemnified Person of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party Indemnified Person under this Section 5 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such Indemnified Person, in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consentinvestigation; provided, however, that the Indemnified Persons shall have the right to employ counsel to represent jointly the Indemnified Persons and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Persons against the indemnifying party under this Section 5 if, in the reasonable judgment of the Indemnified Persons, it is advisable for the Indemnified and those directors, officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall not unreasonably withhold, delay or condition its consentbe paid by the indemnifying parties. No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld)Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement that threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim and (ii) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act, by the claimant or plaintiff to such indemnified party on behalf of a release from all liability in respect to such claim or litigationany Indemnified Person.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Sections 4.1 and 4.2 above, such indemnified party shallwill give, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Article IV, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, and with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of reasonable investigation. In the event that If the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person Person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of in each case at the indemnifying party’s expense. In any event, which consent unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be unreasonably withheldlosses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised informed at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense, except that the indemnifying party shall be liable for such reasonable costs and expenses if, in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist as described above. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised informed at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the written consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a general written release from all liability in with respect to such claim or litigation.
Appears in 1 contract
Samples: Registration Rights Agreement (Cardinal Financial Corp)
Notices of Claims. etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.6, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunderthereof other than reasonable costs of investigation, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in the indemnified party's reasonable judgment, representation of such indemnified party by the counsel retained by the indemnifying party shall not unreasonably withholdwould be inappropriate due to a conflict of interest between such indemnified party and any indemnifying party in respect of such claim, delay or condition its consentprovided in no event will the indemnifying party be liable for the reasonable fees and expenses of more than on counsel for all indemnified parties. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to sue, in respect to such claim or litigationlitigation and does not include a xxatement as to or an admission of fault, culpability or failure to act by or on behalf of the indemnified party but if settled or if there is a judgment entered with its written consent in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party but if settled or if there is a judgment entered with its written consent in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.
Appears in 1 contract
Notices of Claims. Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action or proceeding involving a claim hereunderaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice party pursuant to the latter indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action, provided that ; but the failure of omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party to give notice as provided herein shall not relieve other than under the indemnifying party indemnification provisions of its obligations under this or contemplated by Section 7.5(c6(a) unless the indemnifying party is actually prejudiced by such failure to give noticeor 6(b) hereof. In case any such action is shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in therein and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the extent that the indemnifying party may wishparty), and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the latter such indemnified party, in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationinvestigation.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) 2.8 unless the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not to be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense; provided, however, that the failure to keep the indemnifying party so informed shall not affect the obligations of the indemnifying party hereunder. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
Appears in 1 contract
Notices of Claims. Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Section 3.4, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided that the failure of any the indemnified party to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Section 7.5(c3.4(a) unless or 3.4(b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofthereof other than reasonable costs of investigation. In If, in such indemnified party's reasonable judgment, having common counsel would result in a conflict of interest between the event that the interests of such indemnified and indemnifying party advises an parties, then such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish may employ separate counsel reasonably acceptable to the indemnifying party all information reasonably available to the represent or defend such indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; providedit being understood, however, that the indemnifying party shall will not unreasonably withhold, delay or condition its consentbe liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified parties) in such action. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation.
Appears in 1 contract
Samples: Stockholders' Agreement (Corning Consumer Products Co)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in this Section IV.1.3, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless IV.1.3, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In thereof other than reasonable costs of investigation; provided, however, that if the event that indemnified party reasonably believes it is advisable for it to be represented by separate counsel because there exists a conflict of interest between its interests and those of the indemnifying party advises an with respect to such claim, or there exist defenses available to such indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice which may not be available to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with or if the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish fail to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume responsibility for such defense, the indemnified party shall keep may retain counsel satisfactory to it and the indemnifying party apprised at shall pay all times as is reasonably practicable as to the status fees and expenses of the defensesuch counsel. No indemnifying party shall be liable for any settlement of any action, claim action or proceeding effected without its written consent; provided, however, that the indemnifying party which consent shall not be unreasonably withhold, delay withheld or condition its consentdelayed. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationlitigation or which requires action other than the payment of money by the indemnifying party. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably requested in connection with the defense of such claim and litigation resulting therefrom.
Appears in 1 contract
Samples: Securities Purchase Agreement (Network 1 Security Solutions Inc)
Notices of Claims. Promptly after receipt by a Holder Covered Person or an indemnified party BGC Partners Covered Person (each, an “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, BGC Partners, on the one hand, or Cantor or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
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Notices of Claims. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Section 6, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case If any such claim or action is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate in therein, and, unless to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, further, that if, in the indemnified party’s reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying parties party exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to then such indemnified party of its election so shall have the right to assume participate in the defense thereof, the indemnifying party shall not be liable of such claim and to such indemnified party for any legal or other expenses subsequently incurred by the latter separate counsel (limited in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days each jurisdiction to one counsel) of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense attorneys at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld’s expense to represent such indemnified party. The No indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party’s consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement, which shall not be unreasonably withheld.
Appears in 1 contract
Samples: Registration Rights Agreement (Sand Springs Railway CO)
Notices of Claims. Promptly after receipt by an indemnified party Indemnified Party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding paragraph (a) or (b) of this SECTION 7, such indemnified party Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying partyIndemnifying Party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided PROVIDED that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under the preceding paragraphs of this Section 7.5(c) unless SECTION 7, except to the indemnifying party extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in and, unless unless, in the reasonable judgment of any Indemnified Party, a conflict of interest between such indemnified Indemnified Party and indemnifying parties any Indemnifying Party exists in with respect of to such claim, to assume the defense thereof, jointly with any other indemnifying party Indemnifying Party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; PROVIDED that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to Indemnified Party may participate in such defense with at the Indemnified Party's expense; and PROVIDED FURTHER that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of its choice at its sole cost the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the Indemnifying Party, and expensein that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the indemnifying party does Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such defenseclaim, unless in the indemnified party reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall keep be obligated to pay the indemnifying party apprised at all times as is reasonably practicable as to fees and expenses of such additional counsel for the status of the defenseIndemnified Parties or counsels. No indemnifying party Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigationlitigation without the consent of the Indemnified Party. No Indemnifying Party shall be subject to any liability for any settlement made without its consent.
Appears in 1 contract
Samples: Registration Rights Agreement (Great Plains Software Inc)
Notices of Claims. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Section 6, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action; provided, provided however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case If any such claim or action is shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate in therein, and, unless to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, further, that if, in the indemnified party's reasonable judgment, a conflict of interest between such the indemnified party and the indemnifying parties party exists in respect of such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to then such indemnified party of its election so shall have the right to assume participate in the defense thereof, the indemnifying party shall not be liable of such claim and to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense employ one counsel at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld's expense to represent such indemnified party. The No indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof without the giving by the claimant or plaintiff indemnifying party's consent to such indemnified party of a release from all liability in respect to such claim judgment or litigationsettlement, which shall not be unreasonably withheld.
Appears in 1 contract
Notices of Claims. ETC. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in the preceding subdivisions of this Section 2.7, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided PROVIDED that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7.5(c) unless 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case ease any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all ail liability in respect to such claim or litigation.
Appears in 1 contract
Samples: Registration Rights Agreement (Paper Warehouse Inc)
Notices of Claims. Etc. Promptly after receipt by an indemnified ------------------------- party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Paragraph 11 and Paragraph 12 hereof, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless Paragraph 11 and Paragraph 12 hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days thereof other than reasonable costs of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consentinvestigation. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld)party, consent to entry of any judgment or enter into any settlement that of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability liability, or a covenant not to xxx, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.
Appears in 1 contract
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunder, such indemnified party shall, if a claim in respect thereof is Any Person entitled to be made against an indemnifying party, indemnification hereunder will (A) give prompt written notice to the latter indemnifying party of the commencement of such action, any claim with respect to which it seeks indemnification (provided that the failure of any indemnified party to give such notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 2.6 except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give prompt notice. In case any ) and (B) unless in such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless ’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in may exist with respect of to such claim, permit such indemnifying party to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party may wish, and after notice from the indemnifying party to of such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information counsel reasonably available satisfactory to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defense. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consentparty; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (X) the indemnifying party has agreed to pay such fees or expenses, or (Y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not unreasonably withhold, delay or condition its consent. No assumed by the indemnifying party shallas permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). If such defense is assumed by the consent indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (1) such settlement or compromise contains a full and unconditional release of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by from all Losses from the claimant or plaintiff (2) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of a release from all liability in such indemnified parties with respect to such claim claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or litigationcounsels. Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.6.1 or Section 2.6.2 are unavailable to or insufficient to hold harmless an indemnified party in respect of any Losses, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the Losses. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 2.6.4, no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale of any Registrable Shares exceeds the amount of damages which such Holder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Shares. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 2.6.4 to contribute shall be several in proportion to the amount of Registrable Shares registered by them and not joint.
Appears in 1 contract
Samples: Registration Rights Agreement (Danielson Holding Corp)
Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim hereunderreferred to in Section 6.1 or 6.2, such indemnified party shallwill, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 7.5(c) unless 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate unless in and, unless such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that the indemnifying party it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event thereof other than reasonable costs of investigation; PROVIDED that the indemnifying party advises an indemnified party that it will contest a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party maymay participate in such defense at the indemnified party's expense and PROVIDED, at its optionFURTHER, defendthat all indemnified parties shall have the right to employ one counsel to represent them if, settle in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or otherwise compromise or pay such action or claim with the consent of in addition to those available to the indemnifying party, which consent and in that event the reasonable fees and expenses of such one counsel shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim paid by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty. If the indemnifying party is not entitled to, or elects to defend any such action or not to, assume the defense of a claim, then it will not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be entitled obligated to participate in pay the fees and expenses of such defense with additional counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, for the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defenseparties. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the indemnified party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement that without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Notices of Claims. Promptly after receipt by a Holder Covered Person or a Company Covered Person (each, an indemnified party “Indemnified Party”) of written notice of the commencement of any action or proceeding involving with respect to which a claim hereunderfor indemnification may be made pursuant to this Article VI, such indemnified party shallIndemnified Party will, if a claim in respect thereof is to be made against an indemnifying partyagainst, respectively, the Company, on the one hand, or any selling Holder, on the other hand (such Person or Persons, the “Indemnifying Party”), give written notice to the latter of the commencement of such action; provided, provided however, that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its or their obligations under this Section 7.5(c) unless Article VI, except to the indemnifying party extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it may have to such Indemnified Party. In case If any such claim or action is shall be brought against an indemnified partyIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3, the indemnifying party Indemnifying Party shall be entitled to participate in therein, and, unless a conflict of interest between such indemnified and indemnifying parties exists in respect of such claimto the extent that it wishes, to assume the defense thereof, jointly thereof with any other indemnifying party similarly notified counsel reasonably satisfactory to the extent that the indemnifying party may wishIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by the latter such Indemnified Party in connection with the defense thereof, other than reasonable cost of investigation; provided, further, that if, in the Indemnified Party’s reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such Indemnified Party. In the event that the indemnifying party advises an indemnified party that it No Indemnified Party will contest a claim for indemnification hereunder, or fails, within 30 days of receipt consent to entry of any indemnification notice judgment or enter into any settlement without the Indemnifying Party’s written consent to notify, in writing, such person of its election to defend, settle judgment or compromise any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim with the consent of the indemnifying partysettlement, which consent shall not be unreasonably withheld. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation , conditioned or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party that relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If the indemnifying party does not assume such defense, the indemnified party shall keep the indemnifying party apprised at all times as is reasonably practicable as to the status of the defensedelayed. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld)Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to arising out of such claim or litigationproceeding.
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Samples: And Consolidated Registration Rights Agreement (BGC Partners, Inc.)
