Common use of Third Party Claims Procedure Clause in Contracts

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third party Action for which one or more of either a BCC Indemnified Party or a Trupet Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against other Parties (the “Third Party Indemnifying Party”) pursuant to this Section 5.7, the Third Party Indemnified Party shall give written notice thereof to the Third Party Indemnifying Party. Failure to provide notice shall not relieve the Third Party Indemnifying Party of its obligations under this Section 5.7, except to the extent of any actual damage caused by that failure. The Third Party Indemnifying Party shall have the right to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Party. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party in the defense of such Action, the Third Party Indemnified Party shall have the right to defend the action resulting from the Action by counsel of its own choosing, but at the cost and expense of the Third Party Indemnifying Party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwise, the Third Party Indemnified Party shall have no right to settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its business.

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third The indemnified party Action for which one or more of either a BCC Indemnified Party or a Trupet Indemnified Party shall give notice (the “Indemnity Notice”) to the indemnifying party specifying the particulars of any Third Party Indemnified Party”claim within ten (10) may seek indemnification against other Parties (days after it receives notification of the “Third Party Indemnifying Party”) pursuant claim; provided, however, that failure to this Section 5.7, the Third Party Indemnified Party shall give written such notice thereof to the Third Party Indemnifying Party. Failure to provide notice within such time period shall not relieve prejudice the Third Party Indemnifying Party rights of its obligations under this Section 5.7, the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of any actual damage caused by that failurethe indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 7.8, the indemnifying party shall have sole control over the defense and settlement of such claim. The Third Party Indemnifying Party indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall have provide to the right indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Partysuch claim. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party The indemnified party shall co-operate in all reasonable respects in the defense of such Actionclaim but at the expense of the indemnifying party. If the indemnifying party fails to diligently defend such claim throughout the period that such claim exists, the Third Party Indemnified Party shall have the its right to defend the action resulting from claim shall terminate and the Action by counsel indemnified party may assume the defense of its own choosing, but such claim at the cost and sole expense of the Third Party Indemnifying Partyindemnifying party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwiseIn such event, the Third Party Indemnified Party shall have no right to indemnified party may compromise or settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party such claim, without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessindemnifying party.

Third Party Claims Procedure. The indemnified party shall give notice (ithe "Indemnity Notice") Promptly (and in any event within five days after to the service of any summons or other document) after acquiring knowledge indemnifying party specifying the particulars of any third party Action for which one or more claim within [***] days after it receives notification of either a BCC Indemnified Party or a Trupet Indemnified Party (the “Third Party Indemnified Party”) may seek indemnification against other Parties (the “Third Party Indemnifying Party”) pursuant claim; provided, however, that failure to this Section 5.7, the Third Party Indemnified Party shall give written such notice thereof to the Third Party Indemnifying Party. Failure to provide notice within such time period shall not relieve prejudice the Third Party Indemnifying Party rights of its obligations under this Section 5.7, the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of any actual damage caused by that failurethe indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 6.2, the indemnifying party shall have sole control over the defense and settlement of such claim. The Third Party Indemnifying Party indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall have provide to the right indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Partysuch claim. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party The indemnified party shall co-operate in all reasonable respects in the defense of such Actionclaim but at the expense of the indemnifying party. If the indemnifying party fails to diligently defend such claim throughout the period that such claim exists, the Third Party Indemnified Party shall have the its right to defend the action resulting from claim shall terminate and the Action by counsel indemnified party may assume the defense of its own choosing, but such claim at the cost and sole expense of the Third Party Indemnifying Partyindemnifying party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwiseIn such event, the Third Party Indemnified Party shall have no right to indemnified party may compromise or settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party such claim, without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessindemnifying party.

Third Party Claims Procedure. (i) Promptly (and in any event within five days after the service of any summons or other document) after acquiring knowledge of any third The indemnified party Action for which one or more of either a BCC Indemnified Party or a Trupet Indemnified Party shall give notice (the “Indemnity Notice”) to the indemnifying party specifying the particulars of any Third Party Indemnified Party”claim within ten (10) may seek indemnification against other Parties (days after it receives notification of the “Third Party Indemnifying Party”) pursuant claim; provided, however, that failure to this Section 5.7, the Third Party Indemnified Party shall give written such notice thereof to the Third Party Indemnifying Party. Failure to provide notice within such time period shall not relieve prejudice the Third Party Indemnifying Party rights of its obligations under this Section 5.7, the indemnified party except to the extent that the failure to give such notice materially adversely affects the ability of any actual damage caused by that failurethe indemnifying party to defend the claim or to cure the breach of the representation, warranty, covenant or obligation giving rise to the claim. Subject to the terms of this Section 8.8, the indemnifying party shall have sole control over the defense and settlement of such claim. The Third Party Indemnifying Party indemnifying party may not settle or compromise the claim without the prior written consent of the indemnified party unless such settlement or compromise (i) involves no payment (whether by cash, securities or other instrument), assignment, granting of a license or admission of fault or wrongdoing by the indemnified party and (ii) the indemnified party receives a comprehensive general release of all claims from the applicable third parties. The indemnified party shall have provide to the right indemnifying party, in confidence, all files, books, records and other information in its possession or control which may be relevant to assume the defense of any Action with one law firm reasonably acceptable to the Third Party Indemnified Party upon delivery of notice to that effect to the Third Party Indemnified Partysuch claim. If the Third Party Indemnifying Party, after written notice from the Third Party Indemnified Party, fails to take timely action to defend the action resulting from the Action or otherwise respond to the Action, or if the Third Party Indemnifying Party’s counsel has reasonably determined that there may be a conflict between the Third Party Indemnified Party and the Third Party Indemnifying Party The indemnified party shall co-operate in all reasonable respects in the defense of such Actionclaim but at the expense of the indemnifying party. If the indemnifying party fails to diligently defend such claim throughout the period that such claim exists, the Third Party Indemnified Party shall have the its right to defend the action resulting from claim shall terminate and the Action by counsel indemnified party may assume the defense of its own choosing, but such claim at the cost and sole expense of the Third Party Indemnifying Partyindemnifying party. The Third Party Indemnified Party shall have the right to settle or compromise any Action against it, and recover from the Third Party Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Third Party Indemnifying Party and the Third Party Indemnifying Party has failed to take timely action to defend the Action; otherwiseIn such event, the Third Party Indemnified Party shall have no right to indemnified party may compromise or settle or compromise any Action. The Third Party Indemnifying Party shall have the right to settle or compromise any Action against the Third Party Indemnified Party such claim, without the consent of the Third Party Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Third Party Indemnified Party, require the payment of monetary damages only, is not likely to result in criminal proceedings and is not likely to have a Material Adverse Effect on the Third Party Indemnified Party or its businessindemnifying party.