Common use of Claims for Money Damages Clause in Contracts

Claims for Money Damages. In case of any claim for money damages by a third party, any suit for money damages, any claim for money damages by any Governmental Body, or any legal, administrative or arbitration proceeding with respect to which the Indemnifying Party may have liability for money damages under the indemnity agreements contained in Sections 7.1 or 7.2 hereof, the Indemnifying Party shall be entitled to participate therein, and to the extent desired, to assume the defense thereof, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Indemnifying Party does not actually assume the defense thereof following notice of such election. Buyer or Sellers shall make available to the others and their attorneys and accountants, at all reasonable times, all books and records relating to such suit, claim or proceeding, and Buyer and Sellers will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer and Sellers will not make any settlement of any claim which might give rise to liability of the Indemnifying Party hereunder for money damages or which binds the Indemnifying Party to any obligation under the indemnity agreement contained in Sections 7.1 or 7.2 hereof without the consent of the other which consent shall not be unreasonably withheld. If the Indemnifying Party shall desire and be able to effect a monetary compromise or settlement of any such claim which settlement or monetary compromise shall fully and finally relieve the Indemnified Party of any liability in connection with such cause of action and claim and the Indemnified Party shall refuse to consent to such compromise or settlement (to the extent it relates to money damages), then the liability of the Indemnifying Sequential Page No: 291 of 350 Exhibits: Page 123 Party to the Indemnified Party with respect to settlement of such claim shall be limited to the amount so offered in compromise or settlement.

Claims for Money Damages. In case of any claim for money --------------------------- damages by a third party, any suit for money damages, any claim for money damages by any Governmental Bodygovernmental body, or any legal, administrative or arbitration proceeding with respect to which the Indemnifying Party Seller may have liability for money damages under the indemnity agreements contained in Sections 7.1 or 7.2 hereofSection 10.1, the Indemnifying Party Seller shall be entitled to participate therein, and to the extent desired, to assume the defense thereof, and after notice from the Indemnifying Party Seller of its election so to assume the defense thereof, the Indemnifying Party Seller will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation, unless the Indemnifying Party Seller does not actually assume the defense thereof following notice of such election. Buyer or Sellers Seller shall make available to the others other and their its attorneys and accountants, at all reasonable times, all books and records relating to such suit, claim or proceeding, and Buyer and Sellers Seller will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer and Sellers will not make any settlement of any claim which might give rise to liability of the Indemnifying Party Seller hereunder for money damages or which binds the Indemnifying Party to any obligation under the indemnity agreement contained in Sections 7.1 or 7.2 Section 10. I hereof without the consent of the other Seller, which consent shall not be unreasonably withheld. If the Indemnifying Party Seller shall desire and be able to effect a monetary compromise or settlement of any such claim which settlement or monetary compromise shall fully and finally relieve the Indemnified Party Seller of any liability in connection with such cause of action and claim and the Indemnified Party shall refuse to consent to such compromise or settlement (to the extent it relates to money damages), then the liability of the Indemnifying Sequential Page No: 291 of 350 Exhibits: Page 123 Party Seller to the Indemnified Party with respect to settlement of such claim shall be limited to the amount so offered in compromise or settlement.

Claims for Money Damages. In case of any claim for money damages by a third party, any suit for money damages, any claim for money damages by any Governmental Bodygovernmental body, or any legal, administrative or arbitration proceeding with respect to which the Indemnifying Party Indemnitor may have liability for money damages under the indemnity agreements contained in Sections 7.1 or 7.2 hereofthis Article IX, the Indemnifying Party Indemnitor shall be entitled to participate therein, and to the extent desired, to assume the defense thereof, and after notice from the Indemnifying Party Indemnitor of its election so to assume the defense thereof, the Indemnifying Party Indemnitor will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation, unless the Indemnifying Party Indemnitor does not actually assume the defense thereof following notice of such election. Buyer or Sellers shall make available to the others other and their its attorneys and accountants, at all reasonable times, all books and records relating to such suit, claim or proceeding, and Buyer and Sellers will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer and Sellers No Indemnified Party will not make any settlement of any claim which might give rise to liability of the Indemnifying Party Indemnitor hereunder for money damages or which binds the Indemnifying Party to any obligation under the indemnity agreement agreements contained in Sections 7.1 or 7.2 hereof this Article IX without the consent of the other Indemnitor, which consent shall not be unreasonably withheld. If the Indemnifying Party Indemnitor shall desire and be able to effect a monetary compromise or settlement of any such claim which settlement or monetary compromise shall fully and finally relieve the Indemnified Party Indemnitor of any liability in connection with such cause of action and claim and the Indemnified Party shall refuse to consent to such compromise or settlement (to the extent it relates to money damages), then the liability of the Indemnifying Sequential Page No: 291 of 350 Exhibits: Page 123 Party Indemnitor to the Indemnified Party with respect to settlement of such claim shall be limited to the amount so offered in compromise or settlement.

Claims for Money Damages. In case of any claim for money damages by a third party, any suit for money damages, any claim for money damages by any Governmental Body, or any legal, administrative or arbitration proceeding with respect to which the Indemnifying Party may have liability for money damages under the indemnity agreements contained in Sections 7.1 or 7.2 hereof, the Indemnifying Party shall be entitled to participate therein, and to the extent desired, to assume the defense thereof, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, unless the Indemnifying Party does not actually assume the defense thereof following notice of such election. Buyer or Sellers shall make available to the others and their attorneys and accountants, at all reasonable times, all books and records relating to such suit, claim or proceeding, and Buyer and Sellers will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer and Sellers will not make any settlement of any claim which might give rise to liability of the Indemnifying Party hereunder for money damages or which binds the Indemnifying Party to any obligation under the indemnity agreement contained in Sections 7.1 or 7.2 hereof without the consent of the other which consent shall not be unreasonably withheld. If the Indemnifying Party shall desire and be able to effect a monetary compromise or settlement of any such claim which settlement or monetary compromise shall fully and finally relieve the Indemnified Party of any liability in connection with such cause of action and claim and the Indemnified Party shall refuse to consent to such compromise or settlement (to the extent it relates to money damages), then the liability of the Indemnifying Sequential Page No: 291 of 350 Exhibits: Page 123 Party to the Indemnified Party with respect to settlement of such claim shall be limited to the amount so offered in compromise or settlement.

Claims for Money Damages. In case of any claim for money damages by a third party, any suit for money damages, any claim for money damages by any Governmental Bodygovernmental body, or any legal, administrative or arbitration proceeding with respect to which the Indemnifying Party Indemnitor may have liability for money damages under the indemnity agreements contained in Sections 7.1 or 7.2 hereofthis Article X, the Indemnifying Party Indemnitor shall be entitled to participate therein, and to the extent desired, to assume the defense thereof, and after notice from the Indemnifying Party Indemnitor of its election so to assume the defense thereof, the Indemnifying Party Indemnitor will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation, unless the Indemnifying Party Indemnitor does not actually assume the defense thereof following notice of such election. Buyer or Sellers Seller shall make available to the others other and their its attorneys and accountants, at all reasonable times, all executives and other personnel, books and records relating to such suit, claim or proceeding, and Buyer and Sellers Seller will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defense of any such suit, claim or proceeding. Buyer and Sellers No Indemnified Party will not make any settlement of any claim which might give rise to liability of the Indemnifying Party Indemnitor hereunder for money damages or which binds the Indemnifying Party to any obligation under the indemnity agreement agreements contained in Sections 7.1 or 7.2 hereof this Article X without the consent of the other Indemnitor, which consent shall not be unreasonably withheld. If the Indemnifying Party Indemnitor shall desire and be able to effect a monetary compromise or settlement of any such claim which settlement or monetary compromise shall fully and finally relieve the Indemnified Party Indemnitor of any liability in connection with such cause of action and claim and the Indemnified Party shall refuse to consent to such compromise or settlement (to the extent it relates to money damages), then the liability of the Indemnifying Sequential Page No: 291 of 350 Exhibits: Page 123 Party Indemnitor to the Indemnified Party with respect to settlement of such claim shall be limited to the amount so offered in compromise or settlement.