Defense and Costs. Seller shall take prompt action to defend and indemnify the Indemnified Parties against claims, actual or threatened, but in no event later than notice by Buyer to Seller of the service of a notice, summons, complaint, petition or other service of process alleging damage, injury, liability, or expenses that may be subject to indemnification hereunder. Seller shall defend any such claim or threatened claim, including, as applicable, engagement of legal counsel satisfactory to Buyer, to respond to, defend, settle, or compromise any claim or threatened claim. In the event that Seller (i) fails to promptly undertake such defense, (ii) fails to pay said defense costs and damages,
Appears in 4 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
