Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If an Indemnified Party receives notice or otherwise obtains Knowledge of any Claim or any threatened Claim that may give rise to an indemnification claim against an Indemnifying Party, then the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice describing such Claim in reasonable detail. The untimely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall relieve the Indemnifying Party of liability with respect to such Claim to the extent it has been prejudiced by lack of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount. If the Indemnifying Party elects to assume the defense of and indemnification for any such Claim, then:

Defense of Third Party Actions. If an Indemnified any Party hereto (the "Indemnitee") receives notice or otherwise obtains Knowledge knowledge of any Claim matter or any threatened Claim matter that may give rise to an indemnification claim against an Indemnifying Partyanother Party hereto (the "Indemnitor"), then the Indemnified Party Indemnitee shall promptly deliver to the Indemnifying Party Indemnitor a written notice describing such Claim matter in reasonable detail. The untimely delivery of failure by an Indemnitee to provide such written notice by the Indemnified Party Indemnitee to the Indemnifying Party Indemnitor shall relieve not affect any liability on the Indemnifying Party part of liability with respect to such Claim the Indemnitor under this Article IX, except to the extent it has been the Indemnitor is prejudiced by lack such failure. In the event of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party a matter involving a third party claim against an Indemnitee, the Indemnitor shall have the right, at its option and expense, to assume the defense of any such Claim claim with its own counsel, counsel reasonably satisfactory acceptable to the Indemnified PartyIndemnitor; provided, provided however, that Shareholders may the Indemnitee shall not be required to permit such an assumption of the defense of such a claim which, if not first paid, discharged or otherwise complied with, would result in a material disruption or interruption of the business of the Indemnitee or any material part thereof. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such third party claim within twenty (20) days after it has received written notice thereof shall be deemed a waiver by the Indemnitor of its right to assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amountclaim. If the Indemnifying Party Indemnitor timely elects to assume the defense of and indemnification for any such Claimthird party claim, then:

Defense of Third Party Actions. If an Indemnified Party receives notice or otherwise obtains Knowledge of any Claim or any threatened Claim that may give rise to an indemnification claim against an Indemnifying Party, then the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice describing such Claim in reasonable detail. The untimely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall relieve the Indemnifying Party of liability with respect to such Claim to the extent it has been prejudiced by lack of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders Shareholder may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount. If the Indemnifying Party elects to assume the defense of and indemnification for any such Claim, then:

Defense of Third Party Actions. If an either Purchaser, on the one hand, or the Primary Shareholders, on the other hand (the "Indemnified Party Party") receives notice or otherwise obtains Knowledge knowledge of any Claim or any threatened Claim that may give rise to an indemnification claim against an any Primary Shareholder, on the one hand, or Purchaser, on the other hand (the "Indemnifying Party"), then the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice describing such Claim in reasonable detail. The untimely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall relieve the Indemnifying Party of liability with respect to such Claim claim to the extent it has been prejudiced by lack of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume but only if the defense Indemnifying Party simultaneously agrees to indemnify persons and entities claiming indemnity from the Indemnified Party fully and completely (whether or not, in the case of any Claim unless Primary Shareholder, there are sufficient amounts funds in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of available for such Claim and all other pending Claims against the Escrow Amountpurpose) for such Claim. If the Indemnifying Party elects to assume the defense of and indemnification for any such Claim, then: