Common use of Assumption and Defense of Third-Party Action Clause in Contracts

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers shall have the right, at their own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyer, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall have the right to employ counsel to represent it if, in Buyer’s reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right to control the defense of any Third-Party Claim, notwithstanding the election of the Sellers to control the defense, if it notifies the Sellers that it is assuming the defense of such Claim, whereupon the Sellers shall be relieved of their obligations under this Article VIII with respect to such Third-Party Claim. If the Sellers do not elect to assume control of the defense of any Third-Party Claim, the Sellers shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business or the Assigned Assets.

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers shall have the right, at their own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyer, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall have the right to employ counsel to represent it if, in Buyer’s reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by BuyerXxxxx; provided, that if representation by the Sellers’ Company’s counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right to control the defense of any Third-Party Claim, notwithstanding the Sellers’ election of the Sellers to control the defense, if it notifies the Sellers that it is assuming the defense of such Claim, whereupon the Sellers shall be relieved of their obligations under this Article VIII VII with respect to such Third-Party Claim. If the Sellers do not elect to assume control of the defense of any Third-Party Claim, the Sellers shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers of any Third-Party Claims affecting or involving the Digester Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Digester Business or the Assigned Purchased Assets.

Assumption and Defense of Third-Party Action. If any Claim by Buyer or the Seller hereunder arises out of a claim by a third party or Governmental Authority (a “"Third-Party Claim”"), the Sellers indemnifying party shall have the right, at their its own expenseexpense and upon written notice to the indemnified party of its intent to do so within twenty (20) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe indemnified party, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyerthe indemnified party, which consent shall not be unreasonably withheld. Buyer The indemnified party shall have the right to employ counsel to represent it if, in Buyer’s its reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existedindemnified party. Buyer The indemnified party shall have the right to control the defense of any Third-Party Claim, notwithstanding the indemnifying party's election of the Sellers to control the defense, if it notifies the Sellers indemnifying party that it is assuming the defense of such ClaimClaim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim and to the indemnified party, whereupon the Sellers indemnifying party shall be relieved of their its obligations under this Article VIII X with respect to such Third-Party Claim. If Except as provided in the Sellers do preceding sentences, if the indemnifying party does not elect to assume control of the defense of any Third-Party Claim, the Sellers indemnifying party shall be bound by the results obtained by Buyer the indemnified party with respect to such Third-Party Claim. The Sellers agree indemnifying party agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers indemnifying party of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business Business, the Assets or the Assigned AssetsStock.

Assumption and Defense of Third-Party Action. If any Claim by Buyer or the Sellers hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers indemnifying party shall have the right, at their its own expenseexpense and upon written notice to the indemnified party of its intent to do so within twenty (20) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe indemnified party, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyerthe indemnified party, which consent shall not be unreasonably withheld. Buyer The indemnified party shall have the right to employ counsel to represent it if, in Buyer’s its reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existedindemnified party. Buyer The indemnified party shall have the right to control the defense of any Third-Party Claim, notwithstanding the indemnifying party’s election of the Sellers to control the defense, if it notifies the Sellers indemnifying party that it is assuming the defense of such ClaimClaim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim and to the indemnified party, whereupon the Sellers indemnifying party shall be relieved of their its obligations under this Article VIII X with respect to such Third-Party Claim. If Except as provided in the Sellers do preceding sentences, if the indemnifying party does not elect to assume control of the defense of any Third-Party Claim, the Sellers indemnifying party shall be bound by the results obtained by Buyer the indemnified party with respect to such Third-Party Claim. The Sellers agree indemnifying party agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers indemnifying party of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business Business, the Assets or the Assigned AssetsStock.

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers shall have the right, at their own expenseexpense and upon written notice to Buyer of their intent to do so within twenty (20) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyer, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall have the right to employ counsel to represent it if, in Buyer’s reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right to control the defense of any Third-Party Claim, notwithstanding the Sellers’ election of the Sellers to control the defense, if it notifies the Sellers that it is assuming the defense of such Claim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim, whereupon the Sellers shall be relieved of their obligations under this Article VIII X with respect to such Third-Party Claim. If Except as provided in the preceding sentences, if the Sellers do not elect to assume control of the defense of any Third-Party Claim, the Sellers shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Each of the Sellers agree agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business Business, the Assets or the Assigned AssetsShares.

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers Seller shall have the right, at their its own expenseexpense and upon written notice to Buyer of its intent to do so within twenty (20) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyer, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall have the right to employ counsel to represent it if, in Buyer’s reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right to control the defense of any Third-Party Claim, notwithstanding the Seller’s election of the Sellers to control the defense, if it notifies the Sellers Seller that it is assuming the defense of such Claim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim, whereupon the Sellers Seller shall be relieved of their obligations under this Article VIII IX with respect to such Third-Party Claim. If Except as provided in the Sellers do preceding sentences, if Seller does not elect to assume control of the defense of any Third-Party Claim, the Sellers Seller shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree Seller agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers Seller of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business or the Assigned Assets.

Assumption and Defense of Third-Party Action. If any Claim by Buyer or the Seller hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers indemnifying party shall have the right, at their its own expenseexpense and upon written notice to the indemnified party of its intent to do so within twenty (20) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe indemnified party, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyerthe indemnified party, which consent shall not be unreasonably withheld. Buyer The indemnified party shall have the right to employ counsel to represent it if, in Buyer’s its reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existedindemnified party. Buyer The indemnified party shall have the right to control the defense of any Third-Party Claim, notwithstanding the indemnifying party’s election of the Sellers to control the defense, if it notifies the Sellers indemnifying party that it is assuming the defense of such ClaimClaim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim and to the indemnified party, whereupon the Sellers indemnifying party shall be relieved of their its obligations under this Article VIII X with respect to such Third-Party Claim. If Except as provided in the Sellers do preceding sentences, if the indemnifying party does not elect to assume control of the defense of any Third-Party Claim, the Sellers indemnifying party shall be bound by the results obtained by Buyer the indemnified party with respect to such Third-Party Claim. The Sellers agree indemnifying party agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers indemnifying party of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business Business, the Assets or the Assigned AssetsStock.

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers shall have the right, at their own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyer, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall have the right to employ counsel to represent it if, in Buyer’s reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by BuyerBxxxx; provided, that if representation by the Sellers’ Company’s counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right to control the defense of any Third-Party Claim, notwithstanding the Sellers’ election of the Sellers to control the defense, if it notifies the Sellers that it is assuming the defense of such Claim, whereupon the Sellers shall be relieved of their obligations under this Article VIII VII with respect to such Third-Party Claim. If the Sellers do not elect to assume control of the defense of any Third-Party Claim, the Sellers shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers of any Third-Party Claims affecting or involving the Digester Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Digester Business or the Assigned Purchased Assets.

Assumption and Defense of Third-Party Action. If any Claim by Buyer or the Sellers hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers indemnifying party shall have the right, at their its own expenseexpense and upon written notice to the indemnified party of its intent to do so within thirty (30) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe indemnified party, and to settle or compromise any such Third-Party Claim; provided, however, that unless such settlement provides for no obligations of the indemnified party other than monetary damages or other monetary payments to be paid for by the indemnifying party, such settlement or compromise shall be effected only with the consent of Buyerthe indemnified party, which consent shall not be unreasonably withheld. Buyer The indemnified party shall have the right to employ counsel to represent it if, in Buyer’s its reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existedindemnified party. Buyer The indemnified party shall have the right to control the defense of any Third-Party Claim, notwithstanding the indemnifying party’s election of the Sellers to control the defense, if it notifies the Sellers indemnifying party that it is assuming the defense of such ClaimThird-Party Claim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim and to the indemnified party, whereupon the Sellers indemnifying party shall be relieved of their its obligations under this Article VIII X with respect to such Third-Party Claim. If the Sellers do not elect to assume control of the defense of any Third-Party Claim, the Sellers shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business or the Assigned Assets.

Assumption and Defense of Third-Party Action. If any Claim by Buyer claim hereunder arises out of a claim against a Claimant by a third party or Governmental Authority (a “"Third-Party Claim”"), the Sellers Indemnifying Party shall have the right, at their its own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe Claimant, and to settle or and compromise any such Third-Party Claim; , provided, however, that such settlement or compromise shall be effected only with the consent of Buyerthe Claimant, which consent shall not be unreasonably withheld. Buyer The Claimant shall have the right to employ counsel to represent it if, in Buyer’s the Claimant's reasonable judgment, it is advisable for it the Claimant to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existedClaimant. Buyer The Claimant shall have the right to control the defense of any Third-Party Claim, notwithstanding the election of the Sellers to control the defense, Claim if it notifies the Sellers Indemnifying Party that it is assuming the defense of such claim and that the Indemnifying Party is relieved of its obligations to the Claimant with respect to such Third-Party Claim, whereupon the Sellers Indemnifying Party shall be relieved of their its obligations under this Article VIII Section 9 with respect to such Third-Party Claim. If Except as provided in the Sellers do preceding sentence, if the Indemnifying Party does not elect to assume control of or otherwise participate in the defense of any Third-Party Claim, the Sellers it shall be bound by the results obtained by Buyer the Claimant with respect to such Third-Party Claim. The Sellers agree Each of the parties hereto agrees to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim, provided the Claimant shall be reimbursed for any actual out-of-pocket expenses incurred by it in connection therewith at the request of the Indemnifying Party. It is expressly agreed and understood that any defense by the Sellers Company Stockholders of any Third-Party Claims affecting or involving the Business Company shall not be conducted in a manner which (i) adversely affects or impairs in any way the value or usefulness of the Business assets of the Company, (ii) materially affects adversely or materially impairs the Assigned Assetsbusiness of the Company, or (iii) adversely affects or impairs the continued validity or good standing of the Company.

Assumption and Defense of Third-Party Action. If any Claim by Buyer or the Sellers hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers indemnifying party shall have the right, at their its own expenseexpense and upon written notice to the indemnified party of its intent to do so within twenty (20) days of the Notice, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe indemnified party, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyerthe indemnified party, which consent shall not be unreasonably withheld. Buyer The indemnified party shall have the right to employ counsel to represent it if, in Buyer’s its reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existedindemnified party. Buyer The indemnified party shall have the right to control the defense of any Third-Party Claim, notwithstanding the indemnifying party’s election of the Sellers to control the defense, if it notifies the Sellers indemnifying party that it is assuming the defense of such ClaimClaim and that the indemnifying party is relieved of its obligations to the claimant with respect to such Third-Party Claim and to the indemnified party, whereupon the Sellers indemnifying party shall be relieved of their its obligations under this Article VIII X with respect to such Third-Party Claim. If Except as provided in the Sellers do preceding sentences, if the indemnifying party does not elect to assume control of the defense of any Third-Party Claim, the Sellers indemnifying party shall be bound by the results obtained by Buyer the indemnified party with respect to such Third-Party Claim. The Sellers agree indemnifying party agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers indemnifying party of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business Business, the Assets or the Assigned AssetsShares.

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim against the claimant by a third party or Governmental Authority (a “Third-Party Claim”"THIRD- PARTY CLAIM"), the Sellers indemnifying party shall have the right, at their its own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyerthe claimant, and to settle or and compromise any such Third-Party Claim; , provided, however, that such settlement or compromise shall be effected only with the consent of Buyerthe claimant, which consent shall not be unreasonably withheld. Buyer The claimant shall have the right to employ counsel to represent it if, in Buyer’s the claimant's reasonable judgment, it is advisable for it the claimant to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ counsel would present a conflict of interest, then claimant. If the Sellers shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third-Party Claim, notwithstanding the election of the Sellers to control the defense, if it notifies the Sellers that it is assuming the defense of such Claim, whereupon the Sellers shall be relieved of their obligations under this Article VIII bound by the results obtained by the claimant with respect to such Third-Party Claim. If the Sellers do not elect to assume control Each of the defense of any Third-Party Claim, the Sellers shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree parties hereto agrees to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim; provided the claimant shall be reimbursed for any actual out-of-pocket expenses incurred by it in connection therewith at the request of the Indemnifying Party. It is expressly agreed and understood that any defense by the Sellers Seller of any Third-Party Claims affecting or involving the Business Purchased Assets shall not be conducted in a manner which materially adversely affects or impairs the value or usefulness of the Business Purchased Assets or the Assigned AssetsBusiness.

Assumption and Defense of Third-Party Action. If any Claim by Buyer hereunder arises out of a claim by a third party or Governmental Authority (a “Third-Party Claim”), the Sellers Company shall have the right, at their its own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to Buyer, and to settle or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected only with the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall have the right to employ counsel to represent it if, in Buyer’s reasonable judgment, it is advisable for it to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by Buyer; provided, that if representation by the Sellers’ Company’s counsel would present a conflict of interest, then the Sellers Company shall reimburse Buyer for the fees and expenses of such separate counsel if a court of competent jurisdiction determines that a conflict of interest existed. Buyer shall have the right to control the defense of any Third-Party Claim, notwithstanding the Company’s election of the Sellers to control the defense, if it notifies the Sellers Company that it is assuming the defense of such Claim, whereupon the Sellers Company shall be relieved of their its obligations under this Article VIII with respect to such Third-Party Claim. If the Sellers do Company does not elect to assume control of the defense of any Third-Party Claim, the Sellers Company shall be bound by the results obtained by Buyer with respect to such Third-Party Claim. The Sellers agree Company agrees to render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the Sellers Company of any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs the value or usefulness of the Business or the Assigned Assets.