Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article IX (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee by a Third Party which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee by a third party not a party to this Agreement which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or any suit or proceeding (including, without limitation, instituted by a binding arbitration or an audit by any taxing authority) be instituted third party against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is would be entitled to indemnification under this Agreement Article VIII (a "Third Party ClaimTHIRD PARTY CLAIM"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article VII (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or ----------------------------- proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding Proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article VII (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim (other than Third Party Claims with respect to Taxes) shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit or ----------------------------- proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is may be entitled to indemnification under this Agreement Article IX (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article VIII (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or any suit or proceeding (including, without limitation, instituted by a binding arbitration or an audit by any taxing authority) be instituted third party against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is would be entitled to indemnification under this Agreement Article VII (a "Third Party ClaimTHIRD PARTY CLAIM"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or ----------------------------- suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article IX (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement as a Type 1 Loss or a Type 2 Loss, (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, including a binding arbitration or an audit by any taxing authority) be instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall will be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit ----------------------------- or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article VI (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification recovery under this Agreement Article IX (including, without limitation, any claim by the Internal Revenue Service or the United States Department of Labor) (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee by a Third Party which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"ClaimSection 8.7”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or any suit or proceeding (including, without limitation, instituted by a binding arbitration or third party against an audit by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is would be entitled to indemnification under this Agreement Section 9 (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted by a third party against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall will be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article IX (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement ARTICLE VI (a "Third Party ClaimTHIRD PARTY CLAIM"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article IX (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim (other than Third Party Claims with respect to Taxes) shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or ----------------------------- proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim")Agreement, the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should If any claim be is made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be is instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is would be entitled to indemnification under this Agreement (a "Third Party ClaimTHIRD PARTY CLAIM"), the obligations and liabilities of the parties hereunder under this Agreement with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be mademade or suit, audit, examination or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) other Action be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for by any party pursuant to which such Indemnitee is entitled to indemnification under this Agreement Article X (a "Third Party Claim"), the obligations and liabilities of the parties hereunder under this Agreement with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article IX (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder Indemnitor and Indemnitee with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or any suit or proceeding (including, without limitation, instituted by a binding arbitration or third party against an audit by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is would be entitled to indemnification under this Agreement Article IX (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, made or any suit or proceeding (including, without limitation, instituted by a binding arbitration or an audit by any taxing authority) be instituted third party against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is would be entitled to indemnification under this Agreement Article XII (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:: 41

Defense of Third Party Claims. Should any claim be mademade or suit, ----------------------------- audit, examination or suit or other proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under this Agreement Article IX (without regard to Section 9.2(b)) (a "Third Party Claim"), the obligations and liabilities of the parties ----------------- hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "Third Party ClaimTHIRD PARTY CLAIM"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:.

Defense of Third Party Claims. Should any claim be made, or ----------------------------- suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against Indemnitee by a third party (other than an Affiliate of an Indemnitee) which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "“Third Party Claim"”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or suit or proceeding (including, without limitation, a binding arbitration or an audit by any taxing authority) be instituted against the Indemnitee which, if prosecuted successfully, would be a matter for which the Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall will be subject to the following terms and conditions:

Defense of Third Party Claims. Should any claim be made, or investigation, suit or proceeding (including, without limitation, a binding arbitration or an audit or inquiry by any taxing authority) be instituted against Indemnitee which, if prosecuted successfully, would be a matter for which Indemnitee is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions: