Defense of Claims by Third Parties. Whenever a claim shall arise for indemnification under this Section 13 (except in respect of Taxes which shall be governed by the provisions of Section 8(g)), the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party no later than ten (10) days prior to the time any response to the asserted claim is required, if possible. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof. If an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that, no settlement shall be made without the prior written consent of the Indemnified Party (except that if the Indemnified Party shall withhold its consent to any settlement proposed by the Indemnifying Party, the Indemnifying Party shall in no event be deemed for purposes of this Section 13 to have suffered losses, liabilities or damages in connection with such claim or proceeding in excess of the proposed amount of such settlement); and provided further, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including , but not limited to, settling such claim or litigation (after giving notice of the same to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with t...
Defense of Claims by Third Parties. If any claim is made against a party that, if sustained, would give rise to a liability of the other under this Agreement, Buyer or Seller, as the case may be, shall promptly cause notice of the claim to be delivered to the other and shall notify the other party and its counsel of its obligation to defend such claim, at such other party’s sole expense. The obligation to defend indemnity claims shall be the responsibility of each party for a period of two (2) years, with counsel satisfactory to the party against which such claim is made.
Defense of Claims by Third Parties. If any third party ---------------------------------- claim is made against a party that, if sustained, would give rise to a liability of another party under this Agreement, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party and shall afford the other party and its counsel, at the other party's sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreement, except to the extent the indemnifying party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying party, no liability shall be imposed upon the indemnifying party by reason of the claim.
Defense of Claims by Third Parties. If any claim is made against any person or entity that, if sustained, would give rise to a liability of a party for breach of representation or warranty or failure to perform any covenant or agreement under this Agreement, the parties shall cooperate to cause notice of the claim to be delivered promptly to the party who may be liable under this Agreement, and shall afford that party and its counsel, at that party's sole expense, the opportunity to defend or settle the claim.
Defense of Claims by Third Parties. If any claim is made by any third party against any Party or Parties that, if sustained, would give rise to indemnification under this Agreement, the indemnified Party or Parties, as the case may be, shall promptly cause notice of the claim to be delivered to the indemnifying Party or Parties and shall afford the indemnifying Party or Parties and its counsel, at their sole expense, the opportunity to defend, with counsel reasonably satisfactory to the indemnified Party or Parties against which such claim is made, or settle the claim. If any Party or Parties takes said opportunity to settle the claim, such Party shall obtain a release of the other Party or Parties in any settlement agreement with the third party.
Defense of Claims by Third Parties. If any claim is made against any person or entity that, if sustained, would give rise to a liability of a party for breach of warranty or misrepresentation under this agreement, ITN and its counsel, at ITN's sole expense, shall control the defense and settlement of the claim, and shall do so in a manner intended to minimize each party's liability.
Defense of Claims by Third Parties. If any claim is made against Parent or Buyer, on the one hand, or Sellers and Shareholder, on the other hand, that, if sustained, would give rise to a liability of the other under this Agreement, Buyer, on the one hand, or Sellers and Shareholder, on the other hand, as the case may be, shall promptly cause notice of the claim to be delivered to the other and shall afford the other and its counsel, as the other's sole expense, the opportunity to defend and/or settle the claim. If such notice and opportunity are not given to the other, or if any claim is compromised or settled without its prior written consent, no liability shall be imposed upon the other by reason of such claim. The parties shall cooperate in connection with any such claims.
Defense of Claims by Third Parties. If any claim is made against a third party that, if sustained, would give rise to a liability of the other party under this Agreement, the party against whom the claim is made shall promptly cause notice of the claim to be delivered to the other party within the time set forth in Section 9.2 and shall afford the other party and its counsel, at the other party's sole expense, the opportunity to defend or settle the claim. The failure to provide the notice referred to above shall not relieve the indemnifying party of liability under this Agreement, except to the extent the indemnifying party has actually been prejudiced by such failure. If any claim is compromised or settled without the consent of the indemnifying party which consent shall not be unreasonably withheld, no liability shall be imposed upon the indemnifying party by reason of the claim which consent shall not be unreasonably withheld.
Defense of Claims by Third Parties. If any claim is made against Buyer or Seller, as the case may be, that, if sustained, would give rise to a liability of the other under this Agreement, Buyer or Seller, as the case may be, shall promptly cause notice of the claim to be delivered to the other and shall afford the other and its counsel, at the other's sole expense, the opportunity to defend or settle the claim. If such notice and opportunity are not given to the other, or if any claim is compromised or settled without its consent, no liability shall be imposed upon the other by reason of such claim, unless the party failing to provide such notice and opportunity can establish that such failure did not prejudice the other party.
Defense of Claims by Third Parties. If any claim is made against the Buyer or AAA that, if sustained, would give rise to a liability of the other under this Agreement, the Buyer or AAA, as the case may be, shall promptly cause notice of the claim to be delivered to the other and shall afford the other and its counsel, at the other's sole expense, the opportunity to defend, with counsel reasonably satisfactory to the party against which such claim is made, or settle the claim. If either party takes said opportunity to settle the claim, such party shall obtain a release of the other party in any settlement agreement with the third party.
