Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. In the event that any claim shall be asserted by any party against any Section 9 Indemnitee which, if sustained, would result in a Section 9 Deficiency, such Section 9 Indemnitee, within a reasonable time after learning of such claim, shall notify SSC of such claim, and if such Section 9 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 9 Indemnitee shall extend to SSC a reasonable opportunity to defend against such claim, at SSC's sole expense and through legal counsel reasonably acceptable to such Section 9 Indemnitee, provided that SSC proceeds in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 9, but shall give SSC the right to offset against any indemnity payments made by it hereunder the actual damages caused to it as a result of such failure. Such Section 9 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by SSC with legal counsel of such Section 9 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 9 Deficiency may be made by SSC without the prior written consent of such Section 9 Indemnitee unless (A) prior to such settlement or compromise SSC acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 9 Indemnitee is furnished with reasonably satisfactory evidence and security that SSC will in fact pay such amount and expenses.

Procedures for Third Party Claims. In the event that any claim shall be asserted by any party against any Section 9 10 Indemnitee which, if sustained, would result in a Section 9 10 Deficiency, such Section 9 10 Indemnitee, within a reasonable time after learning of such claim, shall notify SSC DVL of such claim, and if such Section 9 10 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 9 10 Indemnitee shall extend to SSC DVL a reasonable opportunity to defend against such claim, at SSCDVL's sole expense and through legal counsel reasonably acceptable to such Section 9 10 Indemnitee, provided that SSC DVL proceeds in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 910, but shall give SSC Buyer and DVL the right to offset against any indemnity payments made by it them hereunder the actual damages caused to it them as a result of such failure. Such Section 9 10 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by SSC DVL with legal counsel of such Section 9 10 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 9 10 Deficiency may be made by SSC DVL without the prior written consent of such Section 9 10 Indemnitee unless (A) prior to such settlement or compromise SSC DVL acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 9 10 Indemnitee is furnished with reasonably satisfactory evidence and security that SSC DVL will in fact pay such amount and expenses.

Procedures for Third Party Claims. In the event that any claim shall --------------------------------- be asserted by any party against any Section 9 an Indemnitee which, if sustained, would result in a Section 9 Deficiency, such Section 9 IndemniteeBuyer or ORC, within a reasonable time after learning of such claim, shall notify SSC the Indemnitor of such claimclaim in accordance with the provisions of Paragraph 9(c) above, and if such Section 9 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 9 Indemnitee shall extend to SSC the Indemnitor a reasonable opportunity to defend against such claim, at SSCthe Indemnitor's sole expense and through legal counsel reasonably acceptable to such Section 9 Indemnitee, Buyer and ORC provided that SSC the Indemnitor proceeds in good faith, expeditiously and diligently. Notwithstanding the foregoing, any failure to timely give the notice referred to in the immediately preceding sentence shall not negate or impair the indemnification obligations set forth in this Section 9, but shall give SSC the right to offset against any indemnity payments made by it hereunder the actual damages caused to it as a result of such failure. Such Section 9 Indemnitee Buyer and ORC shall, at its their option and expense, have the right to participate in any defense undertaken by SSC the Indemnitor with legal counsel of such Section 9 Indemnitee's their own selection. If the Indemnitor, in the reasonable judgement of the Indemnitee, has failed to prosecute such defense in good faith in an expeditious and diligent manner, Buyer or ORC shall have the right to defend and/or settle such claim on behalf of the Indemnitor at the Indemnitor's expense. No settlement or compromise of any claim which may result in a Section 9 Deficiency may be made by SSC the Indemnitor without the prior written consent of such Section 9 Indemnitee Buyer and ORC unless (Ai) prior to such settlement or compromise SSC the Indemnitor acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses expense, (ii) Buyer and (B) such Section 9 Indemnitee is ORC are furnished with security reasonably satisfactory evidence and security to each of them that SSC the Indemnitor will in fact pay such amount and expenses, and (iii) Buyer and ORC are furnished with a full release from the claimant in form and substance reasonably satisfactory to each of them.