Common use of Asserted Liability Clause in Contracts

Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (c) Disputes with Customers or Suppliers. Anything in Section 9.03(b) to the contrary notwithstanding, in the case of any Asserted Liability by any supplier, distributor, sales agent or customer of the Company with respect to the business conducted by the Company prior to the Closing in connection with which GRS may make a claim against the Stockholders for indemnification pursuant to Section 9.01, GRS shall give a Claims Notice with respect thereto but, unless GRS and the Indemnifying Party otherwise agree, the Stockholders shall have the exclusive right at its option to defend, at their own expense, any such matter, subject to the duty of the Stockholders to consult with GRS and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by the Stockholders without the prior consent of GRS, which consent shall not be unreasonably withheld. GRS shall have the right to recommend in good faith to the Stockholders proposals to compromise or settle claims brought by a supplier, distributor or customer, and the Stockholders agree to present such proposed compromises or settlements to such supplier, distributor or customer. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement consented to by GRS, shall be borne and paid by the Stockholders. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any Asserted Liability.

Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (c) Disputes with Customers or Suppliers. Anything in Section 9.03(b) to the contrary notwithstanding, in the case of any Asserted Liability by any supplier, distributor, sales agent or customer of the Company with respect to the business conducted by the Company prior to the Closing in connection with which GRS may make a claim against the Stockholders for indemnification pursuant to Section 9.01, GRS shall give a Claims Notice with respect thereto but, unless GRS and the Indemnifying Party otherwise agree, the Stockholders shall have the exclusive right at its option to defend, at their own expense, any such matter, subject to the duty of the Stockholders to consult with GRS and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by the Stockholders without the prior consent of GRS, which consent shall not be unreasonably withheld. GRS shall have the right to recommend in good faith to the Stockholders proposals to compromise or settle claims brought by a supplier, distributor or customer, and the Stockholders agree to present such proposed compromises or settlements to such supplier, distributor or customer. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement consented to by GRS, shall be borne and paid by the Stockholders. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any Asserted Liability.