Common use of Defensive Claims by Third Parties Clause in Contracts

Defensive Claims by Third Parties. If a third party claim is asserted which might result in a Loss giving rise to payment or indemnification under Section 14.1, Selling Shareholders shall, with reasonable promptness, provide Aquagenix notice of any such claim, make available to Aquagenix all information, within Selling Shareholders knowledge or control, relevant material to such claim and otherwise keep Aquagenix informed of the progress of any defense, settlement or disposition of the claim. Aquagenix shall fully cooperate in defense, settlement, or other disposition of such claim; provided that any failure on the part of Selling Shareholders to comply with this section shall not effect Selling Shareholders' right to receive indemnification or payment under this Section 14 unless such failure shall cause material prejudice to Aquagenix. Aquagenix shall have the right to participate in the defense, settlement or other disposition of any claim in which Aquagenix or its related company is named as a party to be represented in the proceedings related to such claim by its own legal counsel, provided that such counsel is approved by Selling Shareholders (which approval shall not be unreasonably withheld) and all costs and expenses for such counsel are borne by Aquagenix. 14.4

Defensive Claims by Third Parties. If a third party claim is asserted which might result in a Loss loss giving rise to payment or indemnification under Section 14.115.1, Selling Shareholders Shareholder shall, with reasonable promptness, provide Aquagenix notice of any such claim, make available to Aquagenix all information, within Selling Shareholders Shareholder knowledge or control, relevant material to such claim and otherwise keep Aquagenix informed of the progress of any defense, settlement or disposition of the claim. Aquagenix shall fully cooperate in defense, settlement, or other disposition of such claim; provided that any failure on the part of Selling Shareholders Shareholder to comply with this section shall not effect Selling Shareholders' right to receive indemnification or payment under this Section 14 15 unless such failure shall cause material prejudice to Aquagenix. Aquagenix shall have the right to participate in the defense, settlement or other disposition of any claim in which Aquagenix or its related company is named as a party to be represented in the proceedings related to such claim by its own legal counsel, provided that such counsel is approved by the Selling Shareholders (which approval shall not be unreasonably withheld) and all costs and expenses for such counsel are borne by Aquagenix. 14.416. General 16.1

Defensive Claims by Third Parties. If a third party claim is asserted which might result in a Loss giving rise to payment or indemnification under Section 14.1, Selling Shareholders Aquagenix shall, with reasonable promptness, provide Aquagenix the Selling Shareholders notice of any such claim, make available to Aquagenix all information, within the Selling Shareholders all information (within Aquagenix's knowledge or control, ) relevant material to such claim and otherwise keep Aquagenix the Selling Shareholders informed of the progress of any defense, settlement or the disposition of the claim. Aquagenix The Selling Shareholders shall fully cooperate in the defense, settlement, settlement or other disposition of such claim; provided that any failure on the part of Selling Shareholders Aquagenix to comply with this section shall not effect Selling Shareholders' affect Aquagenix's right to receive indemnification or payment under this Section 14 14, unless such failure shall cause material prejudice to Aquagenixthe Selling Shareholders. Aquagenix The Selling Shareholders shall have the right to participate in the defense, settlement or other disposition of any claim in which Aquagenix one or its related company more Selling Shareholders is named as a party and to be represented in the proceedings related to such claim by its their own legal counsel, ; provided that such counsel is approved by Selling Shareholders Aquagenix (which approval shall not be unreasonably withheld) and all costs and expenses for of such counsel are borne born by Aquagenixthe Selling Shareholders. 14.415.

Defensive Claims by Third Parties. If a third party claim is asserted which might result in a Loss giving rise to payment or indemnification under Section 14.113.1, Selling Shareholders Aquagenix shall, with reasonable promptness, provide Aquagenix the Selling Shareholders notice of any such claim, make available to Aquagenix all information, within the Selling Shareholders all information (within Aquagenix's knowledge or control, ) relevant material to such claim and otherwise keep Aquagenix the Selling Shareholders informed of the progress of any defense, settlement or the disposition of the claim. Aquagenix The Selling Shareholders shall fully cooperate in the defense, settlement, settlement or other disposition of such claim; provided that any failure on the part of Selling Shareholders Aquagenix to comply with this section shall not effect Selling Shareholders' affect Aquagenix's right to receive indemnification or payment under this Section 14 14, unless such failure shall cause material prejudice to Aquagenixthe Selling Shareholders. Aquagenix The Selling Shareholders shall have the right to participate in the defense, settlement or other disposition of any claim in which Aquagenix one or its related company more Selling Shareholders is named as a party and to be represented in the proceedings related to such claim by its their own legal counsel, ; provided that such counsel is approved by Selling Shareholders Aquagenix (which approval shall not be unreasonably withheld) and all costs and expenses for of such counsel are borne born by the Selling Shareholders. In the event that the Selling Shareholders shall be required to indemnify Aquagenix, the Selling Shareholders agree that they shall not be entitled to any contribution from the Surviving Company, Aquagenix or its subsidiaries. 14.413.4