Common use of Participation in Litigation Clause in Contracts

Participation in Litigation. In the event any suit or other proceeding is initiated which an Indemnified Party alleges that an Indemnifying Party is or may be obligated to indemnify the Indemnified Party hereunder, the Indemnifying Party shall control the defense of such suit or proceeding, at its expense and by counsel of its choosing, provided that such counsel is reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall have the right to engage its own counsel, at its own expense, to participate in such defense. Such counsel shall be afforded access to all information pertinent to the suit or proceeding in question. If, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or which give rise to a material conflict between the defense of the Indemnified Party and of the Indemnifying Party, then upon notice to the Indemnifying Party, the Indemnified Party may elect to engage separate counsel to conduct its defense, at the expense of the Indemnifying Party, and the Indemnifying Party shall not have the right to direct or conduct such defense. The Indemnifying Party shall not settle or otherwise compromise any such suit or proceeding without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld, if the effect of such settlement or compromise would be to impose material liability on the Indemnified Party.

Participation in Litigation. In the event any suit or other proceeding is initiated with respect to which an Indemnified Party alleges that an Indemnifying Party is or may be obligated to indemnify the Indemnified Party hereunder, the Indemnifying Party shall control the defense of such suit or proceeding, at its expense and by counsel of its choosing, provided that such counsel is reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall have the right to engage its own counsel, at its own expense, to participate in such defense. Such defense and such counsel shall be afforded access to all information pertinent to the suit or proceeding in question. If, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or which give rise to a material conflict between the defense of the Indemnified Party and of the Indemnifying Party, then upon notice to the Indemnifying Party, the Indemnified Party may elect to engage separate counsel to conduct its defense, at the expense of the Indemnifying Party, and the Indemnifying Party shall not have the right to direct or conduct such defense. The Indemnifying Party shall not settle or otherwise compromise any such suit or proceeding without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld, if the effect of such settlement or compromise would be to impose material liability on the Indemnified Party.

Participation in Litigation. In the event any suit or other proceeding is initiated against a Buyer Indemnified Party or a Seller Indemnified Party (each, an "Indemnified Party" and collectively, the "Indemnified Parties") with ------------------ --------------------- respect to which an the Indemnified Party alleges that an Indemnifying the other Party is or may be obligated to indemnify the such Indemnified Party hereunderhereunder (the "Indemnifying Party"), the Indemnifying Party shall control the defense of be entitled to --------------------- participate in such suit or proceeding, at its expense and by counsel of its their choosing, provided that (a) such counsel is reasonably satisfactory to the Indemnified Party; provided, however, that and (b) the Indemnified Party shall have the right to engage its own counsel, at its own expense, to participate in retain primary control over such defensesuit or proceeding. Such Each Party's counsel shall be afforded access to all information pertinent to the suit or proceeding in question. If, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the The Indemnified Party which are different from or additional shall be entitled to those available to the Indemnifying Party or which give rise to a material conflict between the defense of the Indemnified Party and of the Indemnifying Party, then upon notice to the Indemnifying Party, the Indemnified Party may elect to engage separate counsel to conduct its defense, at the expense of the Indemnifying Party, and the Indemnifying Party shall not have the right to direct or conduct such defense. The Indemnifying Party shall not settle or otherwise compromise any such suit or proceeding without provided that the prior consent Indemnified Party shall have notified the Indemnifying Party of such settlement or compromise, and the Indemnifying Party shall not have provided notice of objection (acting reasonably) thereto within 48 hours of receipt of the Indemnified Party's notice. Provided further, which consent shall not be unreasonably withheld, if that the effect of Indemnified Party may proceed with such settlement or compromise would be if the Indemnifying Party fails to impose material liability on the Indemnified Partyprovide a timely objection and/or if consent thereto is withheld unreasonably.