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 10 Indemnitee which, if sustained, would result in a Section 10 Deficiency, such Section 10 Indemnitee, within a reasonable time after learning of such claim, shall notify DVL of such claim, and if such Section 10 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 10 Indemnitee shall extend to DVL a reasonable opportunity to defend against such claim, at DVL's sole expense and through legal counsel reasonably acceptable to such Section 10 Indemnitee, provided that 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 10, but shall give Buyer and DVL the right to offset against any indemnity payments made by them hereunder the actual damages caused to them as a result of such failure. Such Section 10 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by DVL with legal counsel of such Section 10 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 10 Deficiency may be made by DVL without the prior written consent of such Section 10 Indemnitee unless (A) prior to such settlement or compromise DVL acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 10 Indemnitee is furnished with reasonably satisfactory evidence and security that 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 10 9 Indemnitee which, if sustained, would result in a Section 10 9 Deficiency, such Section 10 9 Indemnitee, within a reasonable time after learning of such claim, shall notify DVL SSC of such claim, and if such Section 10 9 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 10 9 Indemnitee shall extend to DVL SSC a reasonable opportunity to defend against such claim, at DVLSSC's sole expense and through legal counsel reasonably acceptable to such Section 10 9 Indemnitee, provided that DVL 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 109, but shall give Buyer and DVL SSC the right to offset against any indemnity payments made by them it hereunder the actual damages caused to them it as a result of such failure. Such Section 10 9 Indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by DVL SSC with legal counsel of such Section 10 9 Indemnitee's own selection. No settlement or compromise of any claim which may result in a Section 10 9 Deficiency may be made by DVL SSC without the prior written consent of such Section 10 9 Indemnitee unless (A) prior to such settlement or compromise DVL SSC acknowledges in writing its obligation to pay in full the amount of the settlement and all associated expenses and (B) such Section 10 9 Indemnitee is furnished with reasonably satisfactory evidence and security that DVL 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 10 an Indemnitee which, if sustained, would result in a Section 10 Deficiency, such Section 10 IndemniteeBuyer or ORC, within a reasonable time after learning of such claim, shall notify DVL the Indemnitor of such claimclaim in accordance with the provisions of Paragraph 9(c) above, and if such Section 10 Indemnitee intends to assert the right to indemnification hereunder with respect to such claim, then such Section 10 Indemnitee shall extend to DVL the Indemnitor a reasonable opportunity to defend against such claim, at DVLthe Indemnitor's sole expense and through legal counsel reasonably acceptable to such Section 10 Indemnitee, Buyer and ORC provided that DVL 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 10, but shall give Buyer and DVL the right to offset against any indemnity payments made by them hereunder the actual damages caused to them as a result of such failure. Such Section 10 Indemnitee ORC shall, at its their option and expense, have the right to participate in any defense undertaken by DVL the Indemnitor with legal counsel of such Section 10 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 10 Deficiency may be made by DVL the Indemnitor without the prior written consent of such Section 10 Indemnitee Buyer and ORC unless (Ai) prior to such settlement or compromise DVL 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 10 Indemnitee is ORC are furnished with security reasonably satisfactory evidence and security to each of them that DVL 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.