Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If either a Buyer Indemnitee, on the one hand, or a Seller Indemnitee, on the other hand (the "Indemnitee"), receives notice or otherwise obtains knowledge of any matter or any threatened matter that may give rise to an indemnification claim against the other party (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such matter in reasonable detail. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Article 12 with respect to such matter. The Indemnifying Party shall have the right, at its option, to assume the defense of any such matter with its own counsel, but only if the Indemnifying Party simultaneously agrees to indemnify the Indemnitee for such matter. If the Indemnifying Party elects to assume the defense of and indemnification for any such matter, then:

Defense of Third Party Actions. If either a Buyer IndemniteePurchaser, on the one hand, or a Seller Indemniteethe Stockholder Representatives, on the other hand (the "Indemnitee"), receives notice or otherwise obtains knowledge of any matter or any threatened matter that may give rise to an indemnification claim against the Escrow Fund, on the one hand, or Purchaser, on the other party hand (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such matter in reasonable detail. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Article 12 11 with respect to such matter. The Indemnifying Party shall have the right, at its optionoption (acting through the Stockholder Representatives, if the "Indemnifying Party" is the Escrow Fund), to assume the defense of any such matter with its own counsel, but only if the Indemnifying Party simultaneously agrees to indemnify the Indemnitee for such matter. If the Indemnifying Party elects to assume the defense of and indemnification for any such matter, then:

Defense of Third Party Actions. If either a Buyer IndemniteePurchaser, on the one hand, or a Seller Indemniteethe Stockholder Representatives, on the other hand (the "Indemnitee"), receives notice or otherwise obtains knowledge of any matter or any threatened matter that may give rise to an indemnification claim against the Escrow Fund, on the one hand, or Purchaser, on the other party hand (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such matter in reasonable detaildetail (the "Claim Notice"). The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Article 12 11 with respect to such matter. The Indemnifying Party shall have the right, right at its optionoption (acting through the Stockholder Representatives, if the "Indemnifying Party" is the Escrow Fund), to assume the defense of any such matter with its own counsel, but only if the Indemnifying Party simultaneously agrees to indemnify the Indemnitee for such matter. If the Indemnifying Party elects to assume the defense of and indemnification for any such matter, then: