Procedures for Third Party Indemnification. In those instances ------------------------------------------ in which a third party claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter that is the subject of this indemnification, then such party (an "Indemnified Party") shall give written notice to the other party hereto (the "Indemnifying Party") of such claim, action or proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding at such Indemnifying Party's cost and expense and, if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken, and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnified Party shall have the right to join in the defense of said claim, action or proceeding at its own cost and expense.
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Procedures for Third Party Indemnification. In those instances ------------------------------------------ in which a third party claim is asserted made against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter that is the subject of this indemnificationindemnification (a "Claim"), then such party (an "Indemnified Party") shall give written notice (a "Claims Notice") to the other party hereto (the "Indemnifying Party") of such claim, action or proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding at such Indemnifying Party's cost and expense and, if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken, and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to vigorously contest such claim and satisfy such agreementits obligations under this Agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action or proceedingproceeding with counsel reasonably acceptable to the Indemnified Party, except that, in such case, the Indemnified Party shall have the right to join in the defense of said claim, action or proceeding at its own cost and expense.
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Procedures for Third Party Indemnification. In those instances in ------------------------------------------ in which a third party claim is asserted against any party hereto, or any party hereto is made a party defendant in any third party action or proceeding, and such claim, action or proceeding involves a matter that which is the subject of this indemnification, then such party (an "Indemnified Party") shall give written notice to the other party hereto (the "Indemnifying Party") of such claim, action or proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding at such Indemnifying Party's cost and expense and, if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken, taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnified Party shall have the right to join in the defense of said claim, action or proceeding at its own cost and expense.
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Samples: Stock Purchase Agreement (Qwest Communications International Inc)
Procedures for Third Party Indemnification. In those instances ------------------------------------------ in which a third third-party claim is asserted against any party hereto, or any party hereto is made a party defendant in any third-party action or proceeding, and such claim, action or proceeding involves a matter that is the subject of this indemnification, then such party (an "“Indemnified Party"”) shall give written notice to the other party hereto (the "“Indemnifying Party"”) of such claim, action or proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding at such Indemnifying Party's ’s cost and expense and, if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be takentaken and, and if the Indemnified Party is reasonably assured of the Indemnifying Party's ’s ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnified Party shall have the right to join in the defense of said claim, action or proceeding at its own cost and expense.
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