Response to Third Party Claim. If the Claim Notice states that a claim has been asserted by a third party against the Indemnified Party (a "Third Party Claim"), ESI will undertake, conduct, and control, through counsel of its choosing, the good faith settlement or defense of the Third Party Claim and the Key Shareholder Representatives will provide such assistance as is reasonably requested by ESI in connection with such settlement or defense.
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Samples: Reorganization and Merger (Dynamotion Investment LLC), Agreement of Reorganization and Merger (Dynamotion/Ati Corp), Agreement of Reorganization and Merger (Electro Scientific Industries Inc)
Response to Third Party Claim. If the Claim Notice states that a claim has been asserted by a third party against the Indemnified Party (a "Third Party Claim"), ESI will shall undertake, conduct, conduct and control, through counsel of its choosing, the good faith settlement or defense of the Third Party Claim. The Shareholders shall be kept apprised of the status of such Third Party Claims. The Shareholders shall have the right to participate in, but not control, the defense of such Third Party Claim at their sole cost and the Key Shareholder Representatives will provide such assistance as is reasonably requested by ESI in connection with such settlement or defenseexpense.
Appears in 1 contract
Samples: Agreement of Reorganization and Merger (Electro Scientific Industries Inc)
Response to Third Party Claim. If the Claim Notice states that a claim has been asserted by a third party against the Indemnified Party (a "Third Party Claim"), ESI will shall undertake, conduct, conduct and control, through counsel of its choosing, the good faith settlement or defense of the Third Party Claim and Claim. The Shareholders shall be kept apprised of the Key Shareholder Representatives will provide status of such assistance as is reasonably requested by ESI in connection with such settlement or defenseThird Party Claims.
Appears in 1 contract
Samples: Reorganization and Merger (Electro Scientific Industries Inc)
Response to Third Party Claim. If the Claim Notice states that a claim has been asserted by a third party against the Indemnified Party (a "Third Party Claim"), ESI will shall undertake, conduct, conduct and control, through counsel of its choosing, the good faith settlement or defense of the Third Party Claim and the Key Shareholder Representatives will provide such assistance as is reasonably requested by ESI in connection with such settlement or defenseDisclosed Litigation.
Appears in 1 contract
