Common use of NOTICE TO THE SELLER, ETC Clause in Contracts

NOTICE TO THE SELLER, ETC. If any of the matters as to which the Seller's Indemnitees are entitled to receive indemnification under Section 9.2 should entail litigation with or claims asserted by parties other than the Seller, the Seller shall be given prompt notice thereof and shall have the right, at his expense, to control such claim or litigation upon prompt notice to the Buyer of his election to do so. To the extent requested by the Seller, the Buyer, at its expense, shall cooperate with and assist the Seller, in connection with such claim or litigation. The Buyer shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Seller in connection with such claim or litigation. The Seller shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Seller shall not settle any third party claim without the consent of the Buyer, which shall not be unreasonably denied or delayed.

Appears in 3 contracts

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

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NOTICE TO THE SELLER, ETC. If any of the matters as to which the SellerBuyer's Indemnitees are entitled to receive indemnification under Section 9.2 5.2 should entail litigation with or claims asserted by parties other than the Seller, the Seller shall be given prompt notice thereof and shall have the right, at his its expense, to control such claim or litigation upon prompt notice to the Buyer of his its election to do so. To the extent requested by the Seller, the Buyer, at its expense, shall cooperate with and assist the Seller, in connection with such claim or litigation. The Buyer shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Seller in connection with such claim or litigation. The Seller shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Seller shall not settle any third party claim without the consent of the Buyer, 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 SELLER, ETC. If any of the matters as to which the Seller's Indemnitees are entitled to receive indemnification under Section 9.2 should entail litigation with or claims asserted by parties other than the Seller, the Seller shall be given prompt notice thereof and shall have the right, at his expense, to control such claim or litigation upon prompt notice to the Buyer of his election to do so. To the extent requested by the Seller, the Buyer, at its expense, shall cooperate with and assist the Seller, in connection with such claim or litigation. The Buyer shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Seller in connection with such claim or litigation. The Seller shall have final authority to determine all matters in connection with such claim or litigation; PROVIDED, HOWEVER, that the Seller shall not settle any third party claim without the consent of the Buyer, which shall not be unreasonably denied or delayed. If any of the matters as to which the Seller's Indemnities are entitled to receive indemnification under Section 9.2 should entail litigation with or claims asserted by the Buyer, the Seller shall be given prompt notice thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

NOTICE TO THE SELLER, ETC. If any of the matters as to which the Seller's Buyer’s Indemnitees are entitled to receive indemnification under Section 9.2 5.2 should entail litigation with or claims asserted by parties other than the Seller, the Seller shall be given prompt notice thereof and shall have the right, at his its expense, to control such claim or litigation upon prompt notice to the Buyer of his its election to do so. To the extent requested by the Seller, the Buyer, at its expense, shall cooperate with and assist the Seller, in connection with such claim or litigation. The Buyer shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Seller in connection with such claim or litigation. The Seller shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Seller shall not settle any third party claim without the consent of the Buyer, which shall not be unreasonably denied or delayed.

Appears in 1 contract

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

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NOTICE TO THE SELLER, ETC. If any of the matters as to which the Seller's Indemnitees are entitled to receive indemnification under Section 9.2 should entail litigation with or claims asserted by parties other than the Seller, the Seller shall be given prompt notice thereof and shall have the right, at his expense, to control such claim or litigation upon prompt notice to the Buyer of his election to do so. To the extent requested by the Seller, the Buyer, at its expense, shall cooperate with and assist the Seller, in connection with such claim or litigation. The Buyer shall have the right to appoint, at its expense, single counsel to consult with and remain advised by the Seller in connection with such claim or litigation. The Seller shall have final authority to determine all matters in connection with such claim or litigation; PROVIDEDprovided, HOWEVERhowever, that the Seller shall not settle any third party claim without the consent of the Buyer, which shall not be unreasonably denied or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thermoview Industries Inc)

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