Party Claim Clause Samples

Party Claim. If all or a material portion of Borrower's assets are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any Judicial Officer or Assignee;

Party Claim. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such Third Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Any settlement of any such Third Party Claim or demand made by the Indemnifying Party shall include a complete release and discharge of each Indemnified Party or if not so included, shall require the prior written consent of the Indemnified Party.

Party Claim. The Stockholder Representative and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.01) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Party Claim. Within 30 days of the receipt of notice from an Indemnitee in accordance with Section 4.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether to assume responsibility for such Third-Party Claim (provided that if the Indemnifying Party does not so notify the Indemnitee of its election within 30 days after receipt of such notice from the Indemnitee, the Indemnifying Party shall be deemed to have elected not to assume responsibility for such Third-Party Claim), and such Indemnitee shall cooperate in the defense or settlement or compromise of such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume responsibility for a Third-Party Claim, such Indemnifying Party shall not be liable to such Indemnitee under this Article IV for any legal or other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; provided that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnitees and in such Indemnitees' reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party exists in respect of such claim, such Indemnitees shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. If an Indemnifying Party elects not to assume responsibility for a Third-Party Claim (which election may be made only in the event of a good faith dispute that a claim was inappropriately tendered under Section 4.01 or 4.02, as the case may be), the Indemnitee may defend or (subject to the following sentence) seek to compromise or settle such Third-Party Claim. Notwithstanding the foregoing, an Indemnitee may not settle or compromise any claim without prior written notice to

Party Claim. The Indemnifying Party shall give the Indemnitee thirty days notice of its intent to cease defending the Indemnitee with respect to such Third-Party Claim and the Indemnitee shall be fully indemnified hereunder for any additional damages suffered by the Indemnitee if the cessation of such defense prejudices the Indemnitee in the continuing defense or compromise of such Third- Party Claim; provided, that upon assuming such responsibility the Indemnitee shall use its best efforts to diligently defend or attempt to compromise such Third-Party Claim.

Party Claim. Notwithstanding the forgoing, Buyer shall be responsible for the prosecution, defense or settlement of any Third-Party Claim (i) that in the reasonable judgment of Buyer could materially adversely affect the Buyer or the Acquired Assets in any respect, (ii) relating to any Intellectual Property Rights, (iii) involving criminal liability or in which equitable relief is sought against any Indemnified Party, or (iv) that relates to or involves any customer, supplier, vendor, preferred partners, strategic partners, exchange partners, or other business partner of the Buyer. Neither party will compromise or settle any such Third-Party Claim without the written consent of the other party; provided, that no such written consent shall be required of an Indemnified Party if (X) the compromise or settlement provides solely for the payment of money, (Y) the Indemnifying Party makes such payment and (Z) the Indemnified Party receives a full and unconditional release; and provided, further, that the consent of the Indemnifying Party with respect to any settlement of any such Third-Party Claim shall be deemed to have been given unless the Indemnifying Party shall have objected within twenty (20) days after a written request for such consent by the Indemnified Party. In the event that the Indemnifying Party has consented to any such settlement, the Indemnifying Party shall have no power or authority to object under any provision of this Article X to the amount of any Third-Party Claim by (A) Buyer against the Holdback Fund, or (B) Seller against Buyer directly, or Buyer against Seller directly in the case of a Special Loss arising after the Survival Date, as the case may be, with respect to such settlement.