Common use of Survival and Process Clause in Contracts

Survival and Process. The (a) representations and warranties contained in SECTION 4.2 of this Agreement shall survive for a period of 9 months after the Closing and (b) the representations and warranties contained in SECTION 4.1(a) and SECTION 4.1(b) and ARTICLE V and the covenants contained in this Agreement shall survive for the shorter of the applicable statute of limitations or 2 years after the Closing (the period beginning on the date hereof and ending on such applicable date in clause (a) or (b) being herein called the “Survival Period”), unless otherwise provided for in this Agreement. Promptly after a party seeking indemnification (“Indemnitee”) obtains knowledge of any actual or potential Loss in respect of which Indemnitee is entitled to indemnification under this Agreement, Indemnitee shall notify the party from whom it seeks indemnification hereunder (“Indemnitor”) of such Loss in writing. Upon receipt of such notice, if the claim is by a third party, Indemnitor may assume promptly the defense and settlement of such Loss (with prior written consent of Indemnitee, which consent shall not be unreasonably withheld, delayed or conditioned) with counsel reasonably satisfactory to Indemnitee at Indemnitor’s sole risk and expense and Indemnitor shall keep Indemnitee apprised of the current status of such proceedings at all times, provided, however, that Indemnitee (i) shall be permitted to join in the defense and settlement of such Loss and to employ counsel at its own expense, (ii) shall cooperate with Indemnitor at Indemnitor’s expense in the defense and settlement of such Claim in any manner reasonably requested by Indemnitor and (iii) shall have no right to pay or settle such Loss at any time (except with the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned). No Loss shall be settled by Indemnitor unless Indemnitee is fully released from all liability with respect thereto or resulting therefrom. If Indemnitor does not assume the defense as provided above, Indemnitee may elect, but shall not be obligated, to contest, defend, litigate or settle any Loss in good faith, and Indemnitor promptly will pay to Indemnitee an amount equal to any Losses incurred by such Indemnitee in connection therewith.