Common use of Claims Handling Clause in Contracts

Claims Handling. If a credible claim is made or threatened, for which Newegg is entitled to indemnification from Seller including without limitation the filing of a lawsuit against Newegg, or the receipt of a demand or notice by Newegg or Newegg elects to defend any claim for which Newegg is entitled to indemnification: 12.2.1. Newegg shall have the right to engage counsel of its choosing that Newegg deems, in its sole discretion, to be necessary for a competent defense of the suit; 12.2.2. Newegg shall pay all legal fees and expenses incurred in defense of the claim or suit as they become due. Seller shall reimburse Newegg for such fees and expenses within thirty (30) days from date of invoice or debit memo from Newegg. After thirty (30) days, Newegg will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by Newegg to Seller. This shall not apply to any judgment or settlement amount, which amounts Newegg shall be entitled to notify, invoice or debit Seller's account at any time. 12.2.3. In the event a claim is made or a suit is filed directly against Newegg, and Newegg is defending such claim or suit, then Newegg, in its sole discretion, may settle the claim or suit. If Seller is defending the claim or suit, Seller may not settle the claim of suit absent the written consent of Newegg unless such settlement (i) includes a release of all claims pending against Newegg; (ii) contains no admission of liability or wrongdoing by Newegg; and (iii) imposes no obligations upon Newegg other than an obligation to stop selling any infringing items. Newegg agrees to provide reasonable assistance to Seller, at Seller's expense, regarding such claim or action.

Claims Handling. If a credible claim is made or threatened, for which Newegg is entitled to indemnification from Seller including without limitation the filing of a lawsuit against Newegg, or the receipt of a demand or notice by Newegg or Newegg elects to defend any claim for which Newegg is entitled to indemnification: o 12.2.1. Newegg shall have the right to engage counsel of its choosing that Newegg deems, in its sole discretion, to be necessary for a competent defense of the suit; o 12.2.2. Newegg shall pay all legal fees and expenses incurred in defense of the claim or suit as they become due. Seller shall reimburse Newegg for such fees and expenses within thirty (30) days from date of invoice or debit memo from Newegg. After thirty (30) days, Newegg will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by Newegg to Seller. This shall not apply to any judgment or settlement amount, which amounts Newegg shall be entitled to notify, invoice or debit Seller's account at any time. o 12.2.3. In the event a claim is made or a suit is filed directly against Newegg, and Newegg is defending such claim or suit, then Newegg, in its sole discretion, may settle the claim or suit. If Seller ▇▇▇▇▇▇ is defending the claim or suit, Seller may not settle the claim of suit absent the written consent of Newegg unless such settlement (ia) includes a release of all claims pending against Newegg; , (iib) contains no admission of liability or wrongdoing by Newegg; , and (iiic) imposes no obligations upon Newegg other than an obligation to stop selling any infringing items. Newegg agrees to provide reasonable assistance to Seller, at Seller's expense, regarding such claim or action.

Claims Handling. If In the event that (a) a credible claim is made or threatened, threatened for which Newegg an Indemnified Person is entitled to indemnification from Seller including pursuant to this Agreement (each, a “Claim”), including, without limitation limitation, the filing of a any lawsuit or legal action against Newegg, an Indemnified Person or the receipt of a demand or notice by Newegg an Indemnified Person, or Newegg (b) an Indemnified Person elects to defend any claim for which Newegg is entitled to indemnificationClaim: 12.2.1. Newegg 12.2.1 The Indemnified Person shall have the right right, at its sole discretion, to engage counsel of its choosing that Newegg deems, in its sole discretion, to be necessary for a competent defense of the suitsuch Claim; 12.2.2. 12.2.2 Newegg shall pay all legal fees and expenses incurred in defense of the claim or suit such Claim as they become due. Seller shall fully reimburse Newegg for all such fees and expenses within thirty (30) days from date of invoice or debit memo from Newegg. After such thirty (30) daysday period, Newegg will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by Newegg to Seller. This reimbursement period shall not apply to any judgment or settlement amountamount in connection with a Claim, which amounts Newegg shall be entitled to notify, invoice or debit Seller's account at any time.; 12.2.3. 12.2.3 In the event a claim Claim is made or a suit is filed directly against Neweggan Indemnified Person, and Newegg such Indemnified Person is defending such claim or suitClaim, then Neweggthe Indemnified Person, in its sole discretion, may settle the claim or suitsuch Claim. If Seller is defending the claim or suita Claim, Seller may not settle the claim of suit such Claim absent the written consent of Newegg unless such settlement (ia) includes a release of all claims pending against Newegg; any Indemnified Persons, (iib) contains no admission of liability or wrongdoing by Newegg; the Indemnified Persons, and (iiic) imposes no obligations upon Newegg the Indemnified Persons other than an obligation to stop selling any infringing items. Newegg agrees to provide reasonable assistance to Seller, at Seller's expense, regarding such claim Claim; and Newegg will use commercially reasonable efforts to notify Seller promptly of any such Claim for which Newegg believes Seller should indemnify and defend Newegg pursuant to this Agreement; provided, however, that Newegg's failure to provide such notice or actiondelay in providing such notice will relieve Seller of its obligations to indemnify the Indemnified Persons with respect to such Claim only if, and to the extent that, such delay or failure materially prejudices Seller's ability to defend such Claim.

Claims Handling. If a credible claim is made or threatened, for which Newegg is entitled to indemnification from Seller including without limitation the filing of a lawsuit against Newegg, or the receipt of a demand or notice by Newegg or Newegg elects to defend any claim for which Newegg is entitled to indemnification: 12.2.11. Newegg shall have the right to engage counsel of its choosing that Newegg deems, in its sole discretion, to be necessary for a competent defense of the suit; 12.2.22. Newegg shall pay all legal fees and expenses incurred in defense of the claim or suit as they become due. Seller shall reimburse Newegg for such fees and expenses within thirty (30) days from date of invoice or debit memo from Newegg. After thirty (30) days, Newegg will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by Newegg to Seller. This shall not apply to any judgment or settlement amount, which amounts Newegg shall be entitled to notify, invoice or debit Seller's account at any time. 12.2.33. In the event a claim is made or a suit is filed directly against Newegg, and Newegg is defending such claim or suit, then Newegg, in its sole discretion, may settle the claim or suit. If Seller is defending the claim or suit, Seller may not settle the claim of suit absent the written consent of Newegg unless such settlement (i) includes a release of all claims pending against Newegg; (ii) contains no admission of liability or wrongdoing by Newegg; and (iii) imposes no obligations upon Newegg other than an obligation to stop selling any infringing items. Newegg agrees to provide reasonable assistance to Seller, at Seller's expense, regarding such claim or action.