Common use of Notice to the Buyer, Etc Clause in Contracts

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Thermoview Industries Inc), Asset Purchase Agreement (Thermoview Industries Inc)

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Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller Sellers of its election to do so. To the extent requested by the Buyer, the SellerSellers, at his their expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller Sellers shall have the right to appoint, at its his expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Buyer shall not settle any third party claim without the consent of the SellerSellers, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller Sellers of its election to do so. To the extent requested by the Buyer, the SellerSellers, at his their expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller Sellers shall have the right to appoint, at its expense, appoint single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the SellerSellers, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Agreement (Steel Technologies Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 8.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his expense, its expense shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its expense, appoint single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffmark Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Seller’s Indemnitees are entitled to receive indemnification under Section 9.4 5.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his its expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Industrial Services of America Inc /Fl)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thermoview Industries Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 8.5 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his expense, its expense shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller Seller, at its expense, shall have the right to appoint, at its expense, appoint single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffmark Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its his expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

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Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 8.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller Sellers of its election to do so. To the extent requested by the Buyer, the SellerSellers, at his expense, its expense shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller Sellers shall have the right to appoint, at its expense, appoint single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the SellerSellers, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffmark Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its his expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed. If any of the matters as to which the Buyer's Indemnities are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by the Seller, the Buyer shall be given prompt notice thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller Sellers of its election to do so. To the extent requested by the Buyer, the SellerSellers, at his their expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller Sellers shall have the right to appoint, at its their expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Buyer shall not settle any third party claim without the consent of the SellerSellers, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Notice to the Buyer, Etc. If any of the matters as to which the BuyerSeller's Indemnitees are entitled to receive indemnification under Section 9.4 5.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller of its election to do so. To the extent requested by the Buyer, the Seller, at his its expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the Seller, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Inventory Purchase Agreement (Industrial Services of America Inc /Fl)

Notice to the Buyer, Etc. If any of the matters as to which the Buyer's Indemnitees are entitled to receive indemnification under Section 9.4 should entail litigation with or claims asserted by parties other than the Buyer, the Buyer shall be given prompt notice thereof and shall have the right, at its expense, to control such claim or litigation upon prompt notice to the Seller Sellers of its election to do so. To the extent requested by the Buyer, the SellerSellers, at his their expense, shall cooperate with and assist the Buyer, in connection with such claim or litigation. The Seller Sellers shall have the right to appoint, at its his expense, single counsel to consult with and remain advised by the Buyer in connection with such claim or litigation. The Buyer shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Buyer shall not settle any third party claim without the consent of the SellerSellers, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

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