Control of Defense; Conditions. In the event an Indemnified Person becomes aware of a third party claim (any such claim, a “Third Party Claim”) which the Indemnified Person believes may result in a claim for indemnification pursuant to this Section by or on behalf of such Indemnified Person, the Indemnified Person will promptly notify the Indemnifying Person of such Third Party Claim. Notwithstanding the foregoing, no delay in providing such notice within the Escrow Period will affect an Indemnified Person’s rights under this Agreement, unless (and then only to the extent that) the Indemnified Person is materially prejudiced thereby. Such notice must contain a reasonably detailed description of the basis of the claim and the nature and amount, if then reasonably ascertainable, of such Damages that may be indemnifiable (“Indemnifiable Damages”). The obligations of the Indemnifying Person under this Section with respect to Indemnifiable Damages arising from any Third Party Claim will be governed by the following additional terms and conditions:
(i) The Indemnifying Person, at its option, will be entitled to assume control of the defense of any Third Party Claim at any time within thirty (30) days of receiving notice of the Third Party Claim from the Indemnified Person and may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Person and reasonably approved by the Indemnified Person, provided that the Indemnifying Person diligently conducts the defense of such Third Party Claim. In the event that the Indemnifying Person assumes control of the defense of any Third Party Claim, the Indemnifying Person will keep the Indemnified Person informed of all material events and developments, including promptly providing copies of any correspondence and court filings, with respect to such Third Party Claim. If the Shareholders’ Agent is the Indemnifying Person, the expenses of the Shareholders’ Agent will be reimbursed from the Shareholders’ Agent Expense Portion of the Escrow Fund.
(ii) Notwithstanding Section 9.2(d)(i) above, the Indemnified Person will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, that such employment will be at the Indemnified Person’s own expense unless (i) the Indemnifying Person has failed to assume (or elects not to assume) the defense and employ counsel in accordance with Section 9.2(d)(i), (ii) the named parties to any such Third Party Claim (including any impleaded p...
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party in which a Government Entity or other third party in question seeks only the recovery of a sum of money for which indemnification is provided in Section 6.2 or 6.3, at its option an Indemnifying Party may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party; provided, that before the Indemnifying Party assumes control of such defense it must first:
(i) enter into an agreement with the Indemnified Party (in form and substance satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all Losses relating to such Proceeding and unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such Proceeding or the facts giving rise to such claim for indemnification, and
(ii) furnish the Indemnified Party with evidence that the Indemnifying Party, in the Indemnified Party's sole judgment, is and will be able to satisfy any such liability.
Control of Defense; Conditions. An Indemnifying Party, at its option, may defend the Indemnified Party against any Proceeding so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnified Party has given notice of the Proceeding that the Indemnifying Party will indemnify the Indemnified Party for the Losses the Indemnified Party may suffer as a result of such Proceeding, (B) the Proceeding involves only money damages for which indemnification may be provided, (C) the Indemnifying Party is not a party to the Proceeding such that the Indemnified Party determines in good faith that joint representation would be inappropriate, and (D) the Indemnifying Party diligently defends the Proceeding. If the Indemnifying Party elects not to assume the defense of such Proceeding, the Indemnified Party shall proceed with the defense of such Proceeding with counsel of its choice (and the expense of such defense shall be a Loss of the Indemnified Party, subject to the applicable limitations set forth in this Section 7.1); and the Indemnifying Party shall be entitled, at the Indemnifying Party’s expense, to participate in any defense of such Proceeding. Parent must obtain the prior written consent of the Sellers’ Representative (which will not be unreasonably withheld) prior to entering into any settlement of any Proceeding.
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party in which the claimant seeks the recovery of a sum of money for which indemnification is provided, at its option the Indemnifying Party may appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnifying Party. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense and settlement of any Proceeding if any of the following conditions are satisfied: (A) the Indemnifying Party fails to actively and diligently defend such Proceeding, (B) the Indemnifying Party cannot demonstrate that it has the financial resources sufficient to satisfy any Losses and the cost of defense; or (C) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party.
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnitee in which the claimant seeks only the recovery of a sum of money for which indemnification is provided, at its option the Indemnitor may appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnitor; provided that before the Indemnitor assumes control of such defense it must first:
(A) enter into an agreement with the Indemnitee (in form and substance satisfactory to the Indemnitee) pursuant to which the Indemnitor agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnitee) for all Losses relating to such Proceeding and unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such Proceeding or the facts giving rise to such claim for indemnification; and
(B) furnish the Indemnitee with evidence that the Indemnitor, in the Indemnitee’s sole judgment, is and will be able to satisfy any such liability or obligation.
Control of Defense; Conditions. With respect to the defense of any proceeding against or involving an Indemnitee in which the third party claimant seeks only the recovery of a sum of money for which indemnification is provided, at its option, the Indemnitor may, subject to Section 8.4(d), upon written notice given within thirty (30) days after receipt of the Claim Notice, assume the defense of such claims and appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnitor or such other counsel selected by Indemnitor and approved by Indemnitee, in such Indemnitee’s sole discretion; provided that before the Indemnitor assumes control of such defense it must first (i) enter into an agreement with the Indemnitee (in form and substance reasonably satisfactory to the Indemnitee) pursuant to which the Indemnitor agrees to be fully responsible (with no reservation of any rights) for all Losses relating to such proceeding and (ii) provide written assurances to the Indemnitee of its ability to defend such proceeding and satisfy any judgment with respect thereto.
Control of Defense; Conditions. With respect to the defense of any Third Party Claim against or involving an Indemnified Person for which indemnification is provided, at its option and expense, the Indemnifying Person may assume responsibility for, control the defense and appoint as lead counsel of such defense a legal counsel reasonably selected by the Indemnifying Person (and reasonably approved by the Indemnifying Person) but only if, within thirty (30) days following the receipt of such Claim Notice (along with such other information and documentation in the indemnified party’s possession reasonably necessary to assess the validity of such claim) the Indemnified Person notifies the Indemnifying Person in writing that the Indemnified Person will assume the defense of such claim and acknowledge in writing that the Indemnifying Person is obligated to indemnify, defend and hold harmless the Indemnified Person under the terms of their indemnification obligations hereunder in connection with such Third Party Claim. If the Indemnified Person objects to such election on the grounds that counsel for such Indemnifying Person cannot represent both the Indemnified Person and the Indemnifying Person because such counsel has determined that such representation would result in a conflict of interest, then the Indemnified Person shall have the right to reasonably hire separate counsel, at the cost and expense of the Indemnifying Person, but the Indemnifying Person shall retain control of such defense. The party controlling such defense shall keep the other party advised of the status of such Action and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto.
Control of Defense; Conditions. The obligations of an Indemnifying Party under this Section 6 with respect to Losses arising from claims of any third party that are subject to the indemnification provided in Section 6.2 or 6.3 above shall be governed by and contingent upon the following additional terms and conditions:
(i) At its option an Indemnifying Party shall be entitled to assume control of the defense of any claim and may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party.
(ii) If the Indemnifying Party has assumed control of the defense in accordance with the provisions of Section 6.5(b)(i), then the Indemnifying Party shall have the right to settle, compromise or defend such claim at the Indemnifying Party’s sole expense, provided that in conducting such defense, settlement and compromise: (a) the Indemnifying Party shall not consent to any lien, encumbrance or other adverse charge upon any asset or business of the Indemnified Party, (b) the Indemnifying Party shall cause its counsel to consult with the Indemnified Party and, if applicable, its counsel, and keep them fully advised of the progress of the defense, settlement and compromise, (c) such settlement shall involve monetary damages only and shall not in any way impose any conditions or restrictions on the Indemnified Party’s business, and (d) the Indemnifying Party shall promptly pay the full amount of any Losses resulting from such
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party involving a claim for which indemnification is provided, at its option within twenty (20) days of receipt of a Claim Notice, the Indemnifying Party may (subject to the relevant maximum dollar limitations with respect to claimed Losses, as applicable, and as reduced by the amount of all other pending claims assuming the full amount of such claims were actually paid to an Indemnified Party), assume the defense of such Proceeding and appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnifying Party so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Proceeding or the settlement or defense thereof, subject to the applicable limitations set forth in Section 7.2(b).
Control of Defense; Conditions. With respect to the defense of any Claim against or involving an Indemnified Party in which a Governmental Authority or other third party (“Third Party Claim”) in question seeks recovery of a sum of money for which a Claim Notice is provided (a) the Indemnifying Party shall have the right to participate in the defense of each Claim, (b) the Indemnified Party shall fully cooperate with the Indemnifying Party and provide access to any and all applicable documents and other information and persons reasonably requested by the Indemnifying Party, provided that the Indemnified Party shall have no obligation to disclose any documents or other information to the extent such disclosure in the Indemnified Party’s reasonable judgment may adversely affect the attorney-client privilege or work product protections related to such documents or other information, and (c) at its option an Indemnifying Party may assume the defense and appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party; provided that the Indemnifying Party first acknowledges in writing its obligation to indemnify the Indemnified Parties for such Claim pursuant to this Article VIII.
