Tender of Defense for Damages. Promptly upon receipt by either Party of a notice of a claim by a Third Party which may give rise to a claim for Damages under Section 6.1 or 6.2 of this Agreement, the indemnified party shall give written notice thereof to the indemnifying party. Upon tender of defense, (i) the indemnifying party shall undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as the indemnifying party, in its sole discretion, shall elect, (ii) the indemnified party shall cooperate as reasonably requested (with reasonable out of pocket expenses, but not soft costs, being reimbursed by the indemnifying party) in the defense of the claim, provided, however, that the indemnifying party may not agree to any settlement which would invalidate any claim of any Licensed Patent Right or which would impose any ongoing obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defense or prosecution of any claim, including hiring their own counsel at the indemnified party's own expense, and the indemnifying party shall cooperate with the indemnified party if the indemnified party does so participate. If the indemnifying party fails or refuses to defend any tendered third party claim for Damages, the indemnifying party may nevertheless, at its own expense, participate in the defense of such claim by the indemnified party and in any and all settlement negotiations relating thereto. In any and all events, the indemnifying party shall have such access to the records and files of the indemnified party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.
Tender of Defense for Damages. Promptly upon receipt by Purchaser of a notice of a claim by a third party which may give rise to a claim for Damages, Purchaser shall give written notice thereof to Seller and the Shareholders. No failure or delay of Purchaser in the performance of the foregoing shall relieve, reduce or otherwise affect Seller's and the Shareholders' obligations and liability to indemnify Purchaser pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected Seller's and the Shareholders' ability to defend against such claim for Damages. If Seller or the Shareholders give to Purchaser an agreement in writing, in a form reasonably satisfactory to Purchaser's counsel, to defend such claim for Damages, Seller and the Shareholders may, at their sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as Seller and the Shareholders, in their sole discretion, shall elect and Purchaser shall execute such documents and take such steps as may be reasonably necessary in the opinion of counsel for Seller and the Shareholders to enable Seller and the Shareholders to conduct the defense of such claim for Damages. If Seller of the Shareholders fail or refuse to defend any claim for Damages, Seller and the Shareholders may nevertheless, at their own expense, participate in the defense of such claim by Purchaser and in any and all settlement negotiations relating thereto. In any and all events, Seller and the Shareholders shall have such access to the records and files of Purchaser relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.
Tender of Defense for Damages. Promptly upon receipt by any party ("Indemnified Party") of a notice of a claim by a third party which may give rise to a claim for Damages, Indemnified Party shall give written notice thereof to the other party ("Indemnifying Party"). If Indemnifying Party gives to Indemnified Party an agreement in writing, in a form reasonably satisfactory to counsel for all parties, to defend such claim for Damages, Indemnifying Party may, at their sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as Indemnifying Party, in their sole discretion, shall elect and Indemnified Party shall execute such documents and take such steps as may be reasonably necessary in the opinion of their counsel to enable them to conduct the defense of such claim for Damages. If Indemnifying Party fails or refuses to defend any claim for Damages, Indemnifying Party may nevertheless, at their own expense, participate in the defense of such claim by Indemnified Party and in any and all settlement negotiations relating thereto. In any and all events, Indemnifying Party shall have such access to the records and files of Indemnified Party relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.
Tender of Defense for Damages. Promptly upon receipt by AFI of a notice of a claim by a third party which may give rise to a claim for Damages, AFI shall give written notice thereof to Shareholders. No failure or delay of AFI in the performance of the foregoing shall relieve, reduce or otherwise affect Shareholders' obligations and liability to indemnify AFI pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected Shareholders' ability to defend against such claim for Damages. Shareholders may, at their sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as Shareholders, in their sole discretion, shall elect and AFI shall execute such documents and take such steps as may be reasonably necessary in the opinion of counsel for Shareholders to enable Shareholders to conduct the defense of such claim for Damages. If Shareholders fail or refuse to defend any claim for Damages, Shareholders may nevertheless, at their own expense, participate in the defense of such claim by AFI and in any and all settlement negotiations relating thereto. In any and all events, Shareholders shall have such access to the records and files of AFI relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.
Tender of Defense for Damages. Promptly upon receipt by Purchaser of a notice of a claim by a third party which may give rise to a claim for Damages, Purchaser shall give written notice thereof to Sellers. No failure or delay of Purchaser in the performance of the foregoing shall relieve, reduce or otherwise affect the Sellers' obligations and liability to indemnify Purchaser pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected the Sellers' ability to defend against such claim for Damages. If Sellers give to Purchaser an agreement in writing, in a form reasonably satisfactory to Purchaser's counsel, to defend such claim for Damages, Sellers may, at their sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner as Sellers, in their sole discretion, shall elect and Purchaser shall execute such documents and take such steps as may be reasonably necessary in the opinion of counsel for Sellers to enable Sellers to conduct the defense of such claim for Damages. If Sellers fail or refuse to defend any claim for Damages, Sellers may nevertheless, at their own expense, participate in the defense of such claim by Purchaser and in any and all settlement negotiations relating thereto. In any and all events, Sellers shall have such access to the records and files of Purchaser relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.
Tender of Defense for Damages. Any claim asserted against Buyer or Seller by a third party covered by the indemnity provisions contained in this Agreement shall be deemed a "Covered Claim" under this Agreement. After receipt of written notice of the commencement of any action, whether litigation is instituted or not, based on a Covered Claim, the party receiving such notice ("Claimant") will notify the party against whom the indemnity claim is made ("Indemnitor") within fifteen (15) days of the receipt of the notice of such claim. In the event that such notice is not given in a timely manner, Indemnitor's remedy shall be to offset against the indemnification liability otherwise payable by Indemnitor the amount of damages actually suffered by Indemnitor as a result of the late notice under this Agreement. Indemnitor shall have no right to defend or control the settlement of any Covered Claim unless each of the following conditions is satisfied:
