Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If either party hereto (the "Indemnitee") receives notice or otherwise obtains Knowledge of any Legal Proceeding or any threatened Legal Proceeding that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Legal Proceeding in reasonable detail; PROVIDED, HOWEVER, that for the sole purpose of determining whether a Legal Proceeding or threatened Legal Proceeding may give rise to an indemnification claim against the Shareholders within the meaning of this sentence, the limitation set forth in Section 7.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Section 7 with respect to such Legal Proceeding, except to the extent the Indemnifying Party is actually prejudiced. With the consent of the Indemnitee, which will not be unreasonably withheld, the Indemnifying Party shall have the right, at its option, to assume the defense of any such Legal Proceeding with its own counsel. If the Indemnifying Party assumes the defense of any such Legal Proceeding, then:

Defense of Third Party Actions. If either party any of the Parties hereto (the "Indemnitee") receives notice or otherwise obtains Knowledge of any Legal Proceeding or any threatened Legal Proceeding that may give rise to an indemnification claim against the any other party Party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Legal Proceeding in reasonable detail; PROVIDEDprovided, HOWEVERhowever, that for the sole and limited purpose of determining whether a Legal Proceeding or threatened Legal Proceeding may give rise to an indemnification claim against the Shareholders Indemnifying Party within the meaning of this sentence, the limitation Threshold Amount set forth in Section 7.4 7.4(a) or 7.4(b), as applicable, shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Section 7 7.8 with respect to such Legal Proceeding, except to the extent the Indemnifying Party is actually prejudiced. With the consent of the Indemnitee, which will not be unreasonably withheld, conditioned or delayed, the Indemnifying Party shall have the right, at its option, to assume the defense of any such Legal Proceeding with its own counsel. If the Indemnifying Party assumes agrees to assume the defense of any such Legal Proceeding, then:

Defense of Third Party Actions. If either party hereto a Buyer Indemnitee, on the one hand, or a Seller Indemnitee, on the other hand (the "Indemnitee") ), receives notice or otherwise obtains Knowledge knowledge of any Legal Proceeding matter or any threatened Legal Proceeding matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Legal Proceeding matter in reasonable detail; PROVIDED, HOWEVER, that for the sole purpose of determining whether a Legal Proceeding or threatened Legal Proceeding may give rise to an indemnification claim against the Shareholders within the meaning of this sentence, the limitation set forth in Section 7.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Section 7 Article 11 with respect to such Legal Proceeding, except matter only to the extent of any prejudice resulting from the Indemnifying Party is actually prejudicedfailure to provide such notice in a timely manner. With the consent of the Indemnitee, which will not be unreasonably withheld, the The Indemnifying Party shall have the right, at its option, option to assume the defense of any such Legal Proceeding matter with its own counselcounsel (subject to the condition that, for counsel other than Coolxx Xxxward LLP, such counsel shall be reasonably satisfactory to Buyer), but only if the Indemnifying Party simultaneously agrees in writing to indemnify the Indemnitee for such matter. If the Indemnifying Party assumes elects to assume the defense of and indemnification for any such Legal Proceedingmatter, then:

Defense of Third Party Actions. If either party hereto (the "Indemnitee") receives notice or otherwise obtains Knowledge knowledge of any Legal Proceeding or any threatened Legal Proceeding that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Legal Proceeding in reasonable detail; PROVIDEDprovided, HOWEVERhowever, that for the sole purpose of determining whether a Legal Proceeding or threatened Legal Proceeding may give rise to an indemnification claim against the Shareholders within the meaning of this sentence, the limitation set forth in Section 7.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Section 7 with respect to such Legal Proceeding, except to the extent the Indemnifying Party is actually prejudiced. With the consent of the IndemniteeIndemnified Party, which will not be unreasonably withheld, the Indemnifying Party shall have the right, at its option, to assume the defense of any such Legal Proceeding with its own counsel. If the Indemnifying Party assumes the defense of any such Legal Proceeding, then:

Defense of Third Party Actions. If either party any Party hereto (the "Indemnitee") receives notice or otherwise obtains Knowledge knowledge of any Legal Proceeding matter or any threatened Legal Proceeding matter that may give rise to an indemnification claim against the other party another Party hereto (the "Indemnifying PartyIndemnitor"), then the Indemnitee shall promptly deliver to the Indemnifying Party Indemnitor a written notice describing such Legal Proceeding matter in reasonable detail; PROVIDED, HOWEVER, that for the sole purpose of determining whether a Legal Proceeding or threatened Legal Proceeding may give rise to an indemnification claim against the Shareholders within the meaning of this sentence, the limitation set forth in Section 7.4 shall not be taken into account. The timely delivery of failure by an Indemnitee to provide such written notice by the Indemnitee to the Indemnifying Party Indemnitor shall not be a condition precedent to affect any liability on the part of the Indemnifying Party Indemnitor under this Section 7 with respect to such Legal ProceedingArticle IX, except to the extent the Indemnifying Party Indemnitor is actually prejudicedprejudiced by such failure. With In the consent event of the a matter involving a third party claim against an Indemnitee, which will not be unreasonably withheld, the Indemnifying Party Indemnitor shall have the right, at its optionoption and expense, to assume the defense of any such Legal Proceeding claim with its own counselcounsel reasonably acceptable to the Indemnitor; provided, however, that 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 such claim. If the Indemnifying Party assumes Indemnitor timely elects to assume the defense of any such Legal Proceedingthird party claim, then: