Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC or the Partnership, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC or the Partnership, as applicable (the “Indemnifying Party”), Party of the commencement or assertion of any Claim action, proceeding, demand, or claim by a third party (collectively, a “"third-party action”") in respect of which such Indemnified Party seeks shall seek indemnification hereunderhereunder and the alleged basis therefor. Any failure so to notify the an Indemnifying Party shall not relieve the such Indemnifying Party from any liability that it, he, or she it may have to such Indemnified Party under this Article VII XI unless the failure to give such notice materially and adversely prejudices the such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems they deem appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC or the Partnership, as applicable (the “any Indemnifying Party”), Party of the commencement or assertion of any Claim action, proceeding, demand or claim by a third party (collectively, a “"third-party action”") in respect of which such Indemnified Party seeks shall seek indemnification hereunder. Any failure so to notify the an Indemnifying Party shall not relieve the such Indemnifying Party from any liability that it, he, he or she may have to such Indemnified Party under this Article VII unless X except to the extent the failure to give such notice materially and adversely prejudices the such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, settle or otherwise dispose of such third-party action on such terms as he, she or it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC the SN Parties or the PartnershipBuyer, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII XI unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC Seller or the PartnershipBuyer, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim action, proceeding, demand, or claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC Seller or the PartnershipBuyer, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim action, proceeding, demand, or claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she it may have to such Indemnified Party under this Article VII VIII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC Seller or the PartnershipBuyer, as applicable (the “"Indemnifying Party”"), of the commencement or assertion of any Claim action, proceeding, demand, or claim by a third party (collectively, a “third-party "third­party action”") in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she it may have to such Indemnified Party under this Article VII VIII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC or the Partnership, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-third- party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC the Sellers or the PartnershipBuyers, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC Seller or the PartnershipBuyer, as applicable (the “"Indemnifying Party”"), of the commencement or assertion of any Claim action, proceeding, demand, or claim by a third party (collectively, a “third-"third­ party action”") in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she it may have to such Indemnified Party under this Article VII IX unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC the Contributors or the Partnership, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-third- party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC the Contributors or the PartnershipDKL PG, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim Action by a third party (collectively, a “thirdThird-party actionAction”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability Liability that it, he, or she such Indemnifying Party may have to such Indemnified Party under this Article VII unless and only to the extent that the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such thirdThird-party action Action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC the Contributors or the Partnership, as applicable (the “Indemnifying Party”), of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

Defense of Third Party Claims. An Indemnified Party shall give prompt written notice to VTDC API or the PartnershipIC (an "Indemnifying Party"), as applicable (the “Indemnifying Party”)case may be, of the commencement or assertion of any Claim action, proceeding, demand, or claim by a third party (collectively, a “"third-party action”") in respect of which such Indemnified Party seeks shall seek indemnification hereunder. Any failure so to notify the an Indemnifying Party shall not relieve the such Indemnifying Party from any liability that it, he, or she it may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the such Indemnifying Party. The Indemnifying Party Parties shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems they deem appropriate; provided, however, that: