Common use of Indemnified Third Party Claim Clause in Contracts

Indemnified Third Party Claim. (a) If any person (including State Regulatory Authorities) not a party to this Agreement ("Person") shall make any demand or claim or file or threaten to file or continue any action, suit or proceeding of any kind ("Third Party Claim") with respect to which Buyer or Seller is entitled to indemnification pursuant to Sections 9.1 or 9.2, respectively, then within ten days after notice (the "Notice") by the party entitled to such indemnification (the "Indemnitee") to the other (the "Indemnitor") of such litigation, the Indemnitor shall have the option, at its sole cost and expense, to retain counsel for the Indemnitee (which counsel shall be reasonably satisfactory to the Indemnitee) to defend any such litigation. Thereafter, the Indemnitee shall be permitted to participate in such defense at its own expense, provided that, if the named parties to any such litigation (including any impleaded parties) include both the Indemnitor and the Indemnitee or, if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor, unless the Indemnitor shall acknowledge in writing its indemnity obligation, in which event the retention by Indemnitee of its own counsel shall be at its cost and expense. If the Indemnitor shall fail to respond within ten days after receipt of the Notice, the Indemnitee may retain counsel and conduct the defense of such litigation as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnitor. (b) The Indemnitee shall provide reasonable assistance to the Indemnitor and provide such access to its books, records and personnel as the Indemnitor reasonably requests in connection with the investigation or defense of the indemnified Losses. The Indemnitor shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnitee for out-of-pocket costs and expenses incurred by the later in providing the requested assistance. (c) With regard to litigation with any Person for which Buyer or Seller is entitled to indemnification under Sections 9.1 or 9.2, such indemnification shall be paid by the Indemnitor upon: (i) the entry of any judgment, writ, order, injunction, award or decree of any court, the FCC or any State Regulatory Authorities ("Judgment") against the Indemnitee and the expiration of any applicable appeal period; (ii) the entry of an unappealable Judgment or final appellate Judgment against the Indemnitee; or (iii) a settlement with the consent of the Indemnitor, which consent shall not be unreasonably withheld, provided that no such consent need be obtained if the Indemnitor fails to respond to the Notice as provided in Section 9.3(a).

Indemnified Third Party Claim. (a) If any person (including State Regulatory Authorities) Person not a party to this Agreement ("Person") shall make any demand or claim or file or threaten to file or continue any action, suit or proceeding of any kind ("Third Party Claim") Litigation with respect to which Buyer or Seller is entitled to indemnification pursuant to Sections 9.1 11.1 or 9.211.2, respectively, then within ten (10) days after notice (the "Notice") by the party entitled to such indemnification (the "Indemnitee") to the other (the "Indemnitor") of such litigationdemand, claim or Litigation, the Indemnitor shall have the option, at its sole cost and expense, to retain counsel for the Indemnitee (which counsel shall be reasonably satisfactory to the Indemnitee) ), to defend any such litigationLitigation. Thereafter, the Indemnitee shall be permitted to participate in such defense at its own expense, provided that, if the named parties to any such litigation Litigation (including any impleaded parties) include both the Indemnitor and the Indemnitee or, if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor, unless the Indemnitor shall acknowledge in writing its indemnity obligation, in which event the retention by Indemnitee of its own counsel shall be at its cost and expense. If the Indemnitor shall fail to respond within ten (10) days after receipt of the Notice, the Indemnitee may retain counsel and conduct the defense of such litigation Litigation as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnitor. (b) The Indemnitee shall provide reasonable assistance to the Indemnitor and provide such access to its books, records and personnel as the Indemnitor reasonably requests in connection with will the investigation or defense of the indemnified Losses. The Indemnitor shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnitee for out-of-pocket costs and expenses incurred by the later latter in providing the requested assistance. (c) With regard In the event that Indemnitor desires to litigation with compromise or settle any Person such claim, Indemnitee shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for which Buyer money damages only and will include a full release and discharge of Indemnitee, and Indemnitee withholds its consent to such compromise or Seller is entitled to indemnification under Sections 9.1 or 9.2settlement, such indemnification Indemnitor and Indemnitee agree that (1) Indemnitor's liability shall be paid by limited to the amount of the proposed settlement and Indemnitor upon: (i) the entry shall thereupon be relieved of any judgmentfurther liability with respect to such claim, writand (2) from and after such date, order, injunction, award Indemnitee will undertake all legal costs and expenses in connection with such claim and shall indemnify Indemnitor from any further liability or decree of any court, the FCC or any State Regulatory Authorities ("Judgment") against the Indemnitee and the expiration of any applicable appeal period; (ii) the entry of an unappealable Judgment or final appellate Judgment against the Indemnitee; or (iii) a settlement obligation to such third party in connection with the consent such claim in excess of the Indemnitor, which consent shall not be unreasonably withheld, provided that no such consent need be obtained if amount of the proposed settlement. If Indemnitor fails to respond defend any claim within a reasonable time, Indemnitee shall be entitled to assume the Notice as provided in Section 9.3(a)defense thereof, and Indemnitor shall be liable to Indemnitee for its expenses reasonably incurred, including attorney's fees and payment of any settlement amount or judgment.

Indemnified Third Party Claim. (a) If any person (including State Regulatory Authorities) Person not a party to this Agreement ("Person") shall make any demand or claim or file or threaten to file or continue any action, suit or proceeding of any kind ("Third Party Claim") Litigation with respect to which Buyer or Seller is Sellers or Pegasus are entitled to indemnification pursuant to Sections 9.1 11.1 or 9.211.2, respectively, then within ten thirty (30) days after notice (the "Notice") by the party entitled to such indemnification (the "Indemnitee") to the other (the "Indemnitor") of such litigationdemand, claim or Litigation, the Indemnitor shall have the option, at its sole cost and expense, to retain counsel for the Indemnitee (which counsel shall be reasonably satisfactory to the Indemnitee) ), to defend any such litigationLitigation. Thereafter, the Indemnitee shall be permitted to participate in such defense at its own expense, provided that, if the named parties to any such litigation Litigation (including any impleaded parties) include both the Indemnitor and the Indemnitee or, and if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor Indemnitor, and such counsel is of the opinion that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor, unless Indemnitor (to the Indemnitor shall acknowledge in writing its indemnity obligation, in which event the retention by Indemnitee of its own counsel shall be at its extent such cost and expenseexpense is reasonable). If the Indemnitor shall fail to respond within ten thirty (30) days after receipt of the Notice, the Indemnitee may retain counsel and conduct the defense of such litigation Litigation as it may in its sole discretion deem proper, at the sole cost and expense of the IndemnitorIndemnitor (to the extent such cost and expense is reasonable). (b) The Indemnitee shall provide reasonable assistance to the Indemnitor and provide such access to its books, records and personnel as the Indemnitor reasonably requests in connection with the investigation or defense of the indemnified Losses. The Indemnitor shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnitee for out-of-pocket costs and expenses incurred by the later in providing the requested assistance. (c) With regard to litigation with any Person Litigation of third parties for which Buyer or Seller is Sellers or Pegasus are entitled to indemnification under Sections 9.1 11.1 or 9.211.2, such indemnification shall be paid by the Indemnitor upon: (i) the entry of any judgment, writ, order, injunction, award or decree of any court, the FCC or any State Regulatory Authorities ("Judgment") a Judgment against the Indemnitee and the expiration of any applicable appeal period; (ii) the entry of an unappealable Judgment or final appellate Judgment against the Indemnitee; or (iii) a settlement with the consent of the Indemnitor, which consent shall not be unreasonably withheld, provided that no such consent need be obtained if the Indemnitor fails to respond to the Notice as provided in Section 9.3(a11.3(a). Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, reasonable expenses of counsel to the Indemnitee shall be reimbursed on a current basis by the Indemnitor as if such expenses are a liability of the Indemnitor, but only if Indemnitor is obligated to pay such expenses pursuant to Section 11.3(a).

Indemnified Third Party Claim. (a) a. If any person (including State Regulatory Authorities) Person not a party to this Agreement ("Person") shall make any demand or claim or file or threaten to file or continue any action, suit or proceeding of any kind ("Third Party Claim") Litigation with respect to which Buyer or Seller Sellers is entitled to indemnification pursuant to Sections 9.1 11.1 or 9.211.2, respectively, then within ten (10) days after notice (the "Notice") by the party entitled to such indemnification (the "Indemnitee") to the other (the "Indemnitor") of such litigationdemand, claim or Litigation, the Indemnitor shall have the option, at its sole cost and expense, to retain counsel for the Indemnitee (which counsel shall be reasonably satisfactory to the Indemnitee) ), to defend any such litigationLitigation; provided, however, that the failure to give such notice shall not impair the Indemnitee's rights under this Section 11 unless such failure to give such notice shall have materially impaired the Indemnitor's ability to defend against such third party claim. Thereafter, the Indemnitee shall be permitted to participate in such defense at its own expense, provided that, if the named parties to any such litigation Litigation (including any impleaded parties) include both the Indemnitor and the Indemnitee or, if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest interests between them, then -64- 73 the Indemnitee shall have the right to retain its own counsel at the reasonable cost and expense of the Indemnitor, unless the Indemnitor shall acknowledge in writing its indemnity obligation, in which event the retention by Indemnitee of its own counsel shall be at its cost and expense. If the Indemnitor shall fail to respond within ten (10) days after receipt of the Notice, the Indemnitee may retain counsel and conduct the defense of such litigation Litigation as it may in its sole discretion deem proper, at the sole reasonable cost and expense of the Indemnitor. (b) b. The Indemnitee shall provide reasonable assistance to the Indemnitor and provide such access to its books, records and personnel as the Indemnitor reasonably requests in connection with will the investigation or defense of the indemnified Losses. The Indemnitor shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnitee for reasonable out-of-pocket costs and expenses incurred by the later latter in providing the requested assistance. (c) With regard c. In the event that Indemnitor desires to litigation with compromise or settle any Person such claim, Indemnitee shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for which Buyer money damages only and will include a full release and discharge of Indemnitee, and Indemnitee withholds its consent to such compromise or Seller is entitled to indemnification under Sections 9.1 or 9.2settlement, such indemnification shall be paid by the Indemnitor upon: and Indemnitee agree that (i) Indemnitor's liability shall be limited to the entry amount of the proposed settlement and Indemnitor shall thereupon be relieved of any judgmentfurther liability with respect to such claim, writ, order, injunction, award or decree of any court, the FCC or any State Regulatory Authorities ("Judgment") against the Indemnitee and the expiration of any applicable appeal period; (ii) the entry of an unappealable Judgment from and after such date, Indemnitee will undertake all legal costs and expenses in connection with such claim and shall indemnify Indemnitor from any further liability or final appellate Judgment against the Indemnitee; or (iii) a settlement obligation to such third party in connection with the consent such claim in excess of the Indemnitor, which consent shall not be unreasonably withheld, provided that no such consent need be obtained if amount of the proposed settlement. If Indemnitor fails to respond defend any claim within a reasonable time, Indemnitee shall be entitled to assume the Notice as provided in Section 9.3(a)defense thereof, and Indemnitor shall be liable to Indemnitee for its expenses reasonably incurred, including attorney's fees and payment of any settlement amount or judgment.

Indemnified Third Party Claim. (a) If any person (including State Regulatory Authorities) not a party to this Agreement ("Person") shall make any demand or claim or file or threaten to file or continue any action, suit or proceeding of any kind ("Third Party Claim") with respect to which Buyer or Seller is entitled to indemnification pursuant to Sections 9.1 or 9.2, respectively, then within ten days after notice (the "Notice") by the party entitled to such indemnification (the "Indemnitee") to the other (the "Indemnitor") of such litigation, the Indemnitor shall have the option, at its sole cost and expense, to retain counsel for the Indemnitee (which counsel shall be reasonably satisfactory to the Indemnitee) to defend any such litigation. Thereafter, the Indemnitee shall be permitted to participate in such defense at its own expense, provided that, if the named parties to any such litigation (including any impleaded parties) include both the Indemnitor and the Indemnitee or, if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor, unless the Indemnitor shall acknowledge in writing its indemnity obligation, in which event the retention by Indemnitee of its own counsel shall be at its cost and expense. If the Indemnitor shall fail to respond within ten days after receipt of the Notice, the Indemnitee may retain counsel and conduct the defense of such litigation as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnitor. (b) The Indemnitee shall provide reasonable assistance to the Indemnitor and provide such access to its books, records and personnel as the Indemnitor reasonably requests in connection with the investigation or defense of the indemnified Losses. The Indemnitor shall promptly upon receipt of reasonable supporting documentation reimburse the Indemnitee for out-of-pocket costs and expenses incurred by the later in providing the requested assistance. (c) With regard to litigation with any Person for which Buyer or Seller is entitled to indemnification under Sections 9.1 or 9.2, such indemnification shall be paid by the Indemnitor upon: (i) the entry of any judgment, writ, order, injunction, award or decree of any court, the FCC or any State Regulatory Authorities ("Judgment") against the Indemnitee and the expiration of any applicable appeal period; (ii) the entry of an unappealable Judgment or final appellate Judgment against the Indemnitee; or (iii) a settlement with the consent of the Indemnitor, which consent shall not be unreasonably withheld, provided that no such consent need be obtained if the Indemnitor fails to respond to the Notice as provided in Section 9.3(a).