Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall not be altered.
Appears in 18 contracts
Samples: And Insurance Matters Agreement (Palmsource Inc), Indemnification and Insurance Matters Agreement (Luminent Inc), Indemnification and Insurance Matters Agreement (Southern Energy Inc)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall IV will not be alteredaffected.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Laboratory Corp of America Holdings), Separation and Distribution Agreement (Fortrea Holdings Inc.), Separation and Distribution Agreement (Fortrea Holdings Inc.)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of named defendant shall allow the parties regarding indemnification and Indemnifying Party to manage the management of the defense of claims Action as set forth in Section 4.6 and this Article I shall not be alteredSection 4.7.
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Raytheon Technologies Corp), Separation and Distribution Agreement (Carrier Global Corp), Separation and Distribution Agreement (Otis Worldwide Corp)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights named defendant shall allow the Indemnifying Party to manage the Action as set forth, and obligations of subject to the parties regarding indemnification limitations set forth, in Section 4.5 and this Section 4.6, and the management of Indemnifying Party shall fully indemnify the defense of claims as set forth in this Article I shall not be alterednamed defendant against all Liabilities related to such Action.
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (EQT Corp), Separation and Distribution Agreement (Equitrans Midstream Corp)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall VIII will not be alteredaffected.
Appears in 5 contracts
Samples: Transaction Agreement (Aci Worldwide, Inc.), Transaction Agreement (Inter Parfums Inc), Transaction Agreement
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall not be altered.
Appears in 5 contracts
Samples: Form of Indemnification and Insurance Matters Agreement (Synovus Financial Corp), Indemnification and Insurance Matters Agreement (Hanesbrands Inc.), Indemnification and Insurance Matters Agreement (Total System Services Inc)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article ARTICLE I shall not be altered.
Appears in 4 contracts
Samples: Insurance Matters Agreement (C Cube Semiconductor Inc), Indemnification and Insurance Matters Agreement (3com Corp), Insurance Matters Agreement (Harmonic Inc)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall III will not be alteredaffected.
Appears in 4 contracts
Samples: Separation Agreement (C&J Energy Services, Inc.), Separation Agreement (Nabors Industries LTD), Separation Agreement (C&J Energy Services, Inc.)
Substitution. In the event of an With respect to any Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall not be altered.
Appears in 4 contracts
Samples: Indemnification and Insurance Matters Agreement (Loyalty Alliance Enterprise Corp), Indemnification and Insurance Matters Agreement (Lsi Logic Corp), Indemnification and Insurance Matters Agreement (Sunpower Corp)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I ARTICLE V shall not be altered.
Appears in 4 contracts
Samples: Master Transaction Agreement (Vmware, Inc.), Master Separation Agreement (DSW Inc.), Master Separation Agreement (DSW Inc.)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I II shall not be altered.
Appears in 3 contracts
Samples: Indemnification Agreement (Morgans Hotel Group Co.), Indemnification and Separation Agreement (Strategic Hotel Capital Inc), Indemnification and Insurance Matters Agreement (Allegheny Energy Inc)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I ARTICLE VI shall not be altered.
Appears in 3 contracts
Samples: Master Separation Agreement (Adesa Inc), Master Transaction Agreement (Classmates Media CORP), Master Separation Agreement (Adesa Inc)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I VI shall not be altered.
Appears in 3 contracts
Samples: Master Separation Agreement (Aquila Inc), Master Separation Agreement (Aquila Energy Corp), Master Separation Agreement (Aquila Inc)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of named defendant shall allow the parties regarding indemnification and Indemnifying Party to manage the management of the defense of claims Action as set forth in and subject to the terms of Section 4.5 and this Article I shall not be alteredSection 4.6.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (RXO, Inc.), Separation and Distribution Agreement (Rxo, LLC), Separation and Distribution Agreement (Rxo, LLC)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I ARTICLE II shall not be altered.
Appears in 3 contracts
Samples: Master Transaction Agreement (FVA Ventures, Inc.), Separation Agreement (Cendant Corp), Separation Agreement (PHH Corp)
Substitution. In the event of an Action a Proceeding that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall VII will not be alteredaffected.
Appears in 2 contracts
Samples: Master Agreement (Conagra Foods Inc /De/), Master Agreement (CHS Inc)
Substitution. In the event of an Action in which the Indemnifying Party ------------ is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I VII shall not be altered.
Appears in 2 contracts
Samples: Separation Agreement (Millipore Microelectronics Inc), Separation Agreement (Millipore Corp /Ma)
Substitution. In the event of an Action for which a Party is entitled to indemnification hereunder and in which the Indemnifying Party is not a named defendant, if either the Indemnitee Indemnified Party or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of named defendant shall allow the parties regarding indemnification and Indemnifying Party to manage the management of the defense of claims Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant in accordance with the other provisions of this this Article I shall not be alteredIV.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Adient LTD), Separation and Distribution Agreement (Johnson Controls International PLC)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, and add the rights and obligations of the parties regarding indemnification and the management of the defense of claims Indemnifying Party as set forth in this Article I shall not be altereda named defendant if at all practicable.
Appears in 2 contracts
Samples: Separation Agreement (Symmetry Surgical Inc.), Separation Agreement (Symmetry Medical Inc.)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of named defendant shall allow the parties regarding indemnification and Indemnifying Party to manage the management of the defense of claims Action as set forth in Section 5.5 and this Article I shall not be alteredSection 5.6.
Appears in 2 contracts
Samples: Master Separation Agreement (Bausch Health Companies Inc.), Master Separation Agreement (Bausch & Lomb Corp)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of named defendant shall allow the parties regarding indemnification and Indemnifying Party to manage the management of the defense of claims Action as set forth in Section 5.3 and this Article I shall not be alteredSection 5.4.
Appears in 2 contracts
Samples: Arrangement Agreement (Bausch Health Companies Inc.), Arrangement Agreement (Bausch & Lomb Corp)
Substitution. In the event of an Action involving potential indemnification obligations pursuant to this Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I II shall not be altered.
Appears in 2 contracts
Samples: Indemnification and Insurance Matters Agreement (Tality Corp), Indemnification and Insurance Matters Agreement (Cadence Design Systems Inc)
Substitution. In the event of an Action With respect to any action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party Party, in each case shall so request, the parties shall endeavor use its commercially reasonable efforts to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I Section 2.5(b) shall not be altered.
Appears in 2 contracts
Samples: Contribution and Assumption Agreement, Master Contribution and Assumption Agreement (Acxiom Corp)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall V will not be alteredaffected.
Appears in 2 contracts
Samples: Separation Agreement (Georgia Gulf Corp /De/), Separation Agreement (PPG Industries Inc)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall IX will not be alteredaffected.
Appears in 2 contracts
Samples: Transaction Agreement (Coty Inc.), Transaction Agreement (PROCTER & GAMBLE Co)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall VII will not be alteredaffected.
Appears in 1 contract
Samples: Transaction Agreement (Capital Park Holdings Corp.)
Substitution. In the event of an Action in which the ------------ Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties applicable Parties shall endeavor to substitute or cause to be substituted the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I VIII shall not be altered.
Appears in 1 contract
Samples: Master Separation and Distribution Agreement (Pg&e Corp)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I V β shall not be altered.
Appears in 1 contract
Samples: Master Transaction Agreement (Mobileye Global Inc.)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If Whether or not such substitution or addition cannot can be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims Third Party Claims as set forth in this Article I shall not be altered.
Appears in 1 contract
Samples: Indemnification and Insurance Matters Agreement (Axcelis Technologies Inc)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I ARTICLE IV shall not be altered.
Appears in 1 contract
Substitution. In the event of an Action for which a Party is entitled to indemnification hereunder and in which the Indemnifying Party is not a named defendant, if either the Indemnitee Indemnified Party or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of named defendant shall allow the parties regarding indemnification and Indemnifying Party to manage the management of the defense of claims Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant in accordance with the other provisions of this Article I shall not be alteredIV.
Appears in 1 contract
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall not be altered.named
Appears in 1 contract
Samples: Indemnification Agreement (Morgans Hotel Group Co.)
Substitution. In the event of an Action a Proceeding that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall VII will not be altered.affected. (j)
Appears in 1 contract
Samples: Master Agreement
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I V shall not be altered.
Appears in 1 contract
Samples: Master Transaction Agreement (Mobileye Global Inc.)
Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I ARTICLE III shall not be altered.
Appears in 1 contract
Samples: Master Transaction Agreement (Pivotal Software, Inc.)
Substitution. In the event of an Action that involves solely matters that are indemnifiable and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so requestrequests, the parties shall Parties will endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the rights and obligations of the parties Parties regarding indemnification and the management of the defense of claims as set forth in this Article I shall X will not be alteredaffected.
Appears in 1 contract
Samples: Transaction Agreement (Capital Product Partners L.P.)
