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

Assumption and Defense of Third-Party Action. If any claim hereunder arises of out a claim against the Claimant by a third party, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall fully cooperate with the Indemnifying Party subject to reimbursement for actual out-of-pocket expenses incurred as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If a claim requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. In no event shall the Indemnifying Party have the right to agree to a settlement which is binding upon Claimant without Claimant's prior consent which shall not be unreasonably withheld.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Paxson Communications Corp), Stock Purchase Agreement (Paxson Communications Corp), Membership Purchase Agreement (Paxson Communications Corp)

AutoNDA by SimpleDocs

Assumption and Defense of Third-Party Action. If any claim hereunder arises out of out a claim against the Claimant by a third party, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense or settlement of such claim, and the Claimant shall fully cooperate with the Indemnifying Party subject to reimbursement for actual out-of-pocket expenses incurred as the result of a request by the Indemnifying Party. If the Indemnifying Party party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If a claim requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. In no event shall the Indemnifying Party have the right to agree to a settlement which is binding upon Claimant without Claimant's prior consent which shall not be unreasonably withheld.

Appears in 1 contract

Samples: Asset Purchase Agreement (Redwood Broadcasting Inc)

Assumption and Defense of Third-Party Action. If any claim -------------------------------------------- hereunder arises out of out a claim against the Claimant by a third party, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense or settlement of such claim, and the Claimant shall fully cooperate with the Indemnifying Party subject to reimbursement for actual out-of-pocket expenses incurred as the result of a request by the Indemnifying Party. If the Indemnifying Party party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If a claim requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. In no event shall the Indemnifying Party have the right to agree to a settlement which is binding upon Claimant without Claimant's prior consent which shall not be unreasonably withheld.

Appears in 1 contract

Samples: Joint Venture Agreement (Mason Oil Co Inc)

Assumption and Defense of Third-Party Action. If any claim hereunder arises out of out a claim against the Claimant by a third party, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall fully cooperate with the Indemnifying Party subject to reimbursement for actual out-of-pocket expenses incurred as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If a claim requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. In no event shall the Indemnifying Party have the right to agree to a settlement which is binding upon Claimant without Claimant's prior consent which shall not be unreasonably withheld.

Appears in 1 contract

Samples: Purchase Agreement (Paxson Communications Corp)

AutoNDA by SimpleDocs

Assumption and Defense of Third-Party Action. If any claim hereunder arises out of out a claim against the Claimant by a third party, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the defense or Settlement of such claim, and the Claimant shall fully cooperate with the Indemnifying Party subject to reimbursement for actual out-of-pocket expenses incurred as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If a claim requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously quickly as possible. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. In no event shall the Indemnifying Party have the right to agree to a settlement which is binding upon Claimant without Claimant's prior consent which shall not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (NCT Group Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.