Sellers' Right to Defend. Buyer will promptly notify Sellers of the existence of any claim, demand or other matter to which Sellers' indemnification obligation would apply and will give Sellers a reasonable opportunity to defend the same at Sellers' own expense and with counsel of Sellers' own selection; provided that Buyer will at all times also have the right to participate fully in the defense at Buyer's own expense. If Sellers, within a reasonable time after this notice, fails to defend, Buyer will have the right, but not the obligation, to undertake the defense of and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf of or for the account and at the risk of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers (including any Tax proceedings), Buyer will make available and cause LLC to make available all information and assistance that Sellers may reasonably request.
Sellers' Right to Defend. With respect to all other Third-Party Claims (including, for the avoidance of doubt, all claims arising out of breaches of the Fundamental Representations), the Indemnifying Party on behalf of the Indemnified Party shall have the exclusive right to elect to defend any Third-Party Claim utilizing legal counsel of its choice and the Indemnified Party may participate in the defense thereof (at its own expense, except to the extent specifically provided below); provided, however, that the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if: (i) so requested by the Indemnifying Party to participate; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third-Party Claim. Notwithstanding the foregoing, (i) the Indemnifying Party may only elect to defend a Third-Party Claim if the Indemnifying Party agrees to indemnify the Indemnified Party pursuant to the terms hereof for any Damages relating to such Third-Party Claim, subject to the terms of this Agreement, and (ii) the Buyer shall have the exclusive right to defend Third-Party Claims with respect to Taxes; provided that no Third-Party Claim with respect to Taxes may be settled or compromised without the consent of both the Indemnified and Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).
Sellers' Right to Defend. Buyer will promptly notify Shareholders of the existence of any claim, demand, or other matter to which Shareholders' indemnification obligations would apply and will give Shareholders a reasonable opportunity to defend the same at Shareholders' own expense and with counsel of Shareholders' own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If Shareholders, within a reasonable time after this notice, fails to defend, Buyer will have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf, for the account, and at the risk, of Shareholders. If the claim is one that cannot by its nature be defended solely by Shareholders (including any federal or state tax proceeding), Buyer will make available and cause Corporation to make available, all information and assistance that Shareholders may reasonably request.
Sellers' Right to Defend. Buyer will promptly notify Sellers of the existence of any claim, demand or other matter to which Sellers' indemnification obligations would apply and will give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If Sellers, within a reasonable time after this notice, fail to defend, Buyer will have the right, but not the obligation to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other mater on behalf, for the account, and at the risk, of Sellers. If the claim is one that cannot by its nature be defended solely by Sellers (including any federal or state tax proceeding), Buyer will make available all information and assistance that Sellers may reasonably request.
Sellers' Right to Defend. Buyer will promptly notify Shareholder of the existence of any claim, demand, or other matter to which Shareholders' indemnification obligations would apply and will give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that Buyer will at all times also have the right to participate fully in the defense at its own expense. If Shareholders, within a reasonable time after this notice, fails to defend, Buyer will have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf, for the account, and at the risk, of Shareholders. If the claim is one that cannot by its nature be defended solely by Shareholders (including any federal or state tax proceeding), Buyer will make available and cause Corporation to make available all information and assistance that Shareholders may reasonably request.
