Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 10, then the Indemnified Party shall promptly (and in any event within thirty (30) days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Party (the "“Indemnifying Party"”) under this Section 108, then the Indemnified Party shall promptly (and in any event within thirty (30) days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) If any third party shall notify any a Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other another Party (the "Indemnifying Party") under this Section 109, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld or delayed unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii9(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) If any third party shall notify any Party (( the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 104, then the Indemnified Party shall promptly (and in any event within thirty seven (307) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages without any admission of liability and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii8(c)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 10ss.7, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 10§8, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii§8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying Party") under this Section 106, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will have not consent to the right entry of any judgment or enter into any settlement with respect to participate in such proceedings at its own cost.the Third Party Claim without the prior written consent of (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii6(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If Upon obtaining knowledge of the institution of any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") action, proceeding, or other event which may could give rise to a claim for indemnification of indemnity against the other Party any party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 10hereunder, then the party seeking indemnification (the "INDEMNIFIED PARTY") shall promptly notify the Indemnifying Party thereof; provided that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent that the Indemnifying Party shall have suffered actual damage by reason of such failure. If such claim or demand relates to a claim or demand asserted by a third party (a "THIRD PARTY CLAIM"), the Indemnifying Party shall have the right to employ counsel of its choice reasonably satisfactory to the Indemnified Party to defend such Third Party Claim; provided that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim or within a reasonable time after notice of such claim, fails to defend such claim, the Indemnified Party shall promptly (and in any event within thirty upon further notice) have the right to undertake the defense thereof by counsel or other representatives designated by it, such representation (30) days after receiving notice including the compromise or settlement of the such Third Party Claim) notify to be undertaken on behalf of and for the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Indemnifying Party will have the right at any time to assume account and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, however, the Indemnified Party may defend, at the cost risk of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 10Section8, then the Indemnified Party shall promptly (and in any event within thirty ten (3010) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiSection8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against the other Party (the "“Indemnifying Party"”) under this Section 10§8, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii§8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the any other Party party (the "Indemnifying Party") under this Section 108, then the Indemnified Party shall promptly (and in any event within thirty five (305) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the . Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, choice reasonably satisfactory to the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Party. Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) . In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party (Parties, which will not to be unreasonably withheld or delayed)withheld.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 10Article IV, then the Indemnified Party shall promptly (and in any event within thirty ten (3010) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (iib) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii4.4(b) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (ivd) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 105, then the Indemnified Party shall promptly (and in any event within thirty (30) 10 business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choicechoice reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party (not to be unreasonably withheld or delayed)Parties.

Matters Involving Third Parties. (i) If any third party shall notify any Party party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 10ss.7, then the Indemnified Party shall promptly (and in any event within thirty five (305) business days after receiving notice of the Third Party party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld or delayed unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this Section 107, then the Indemnified Party shall promptly (and in any event within thirty five (305) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii7(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against the other Party another party (the "Indemnifying Party") under this Section Article 10, then the Indemnified Party shall promptly (and in any event within thirty (30) days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in writing. notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (iiand then solely to the extent) Notwithstanding the fact Indemnifying Party thereby is damaged. The Indemnifying Party shall have the right, within fifteen days after the Indemnified Party has given notice of the matter, to assume the defense of any such claim, provided that the Indemnifying Party will have admits in writing its indemnification obligations hereunder. If the right at any time to Indemnifying Party does not assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in any such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, howeverclaim, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damagesto, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)matter in any manner it may reasonably deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 109, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii3(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).