Common use of Tender of Defense for Damages Clause in Contracts

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 Purchaser Holdings of a notice of a claim by a third party which may give rise to a claim for Damages, Purchaser Holdings shall give written notice thereof to Seller and the ShareholdersIndemnifying Sellers. No failure or delay of Purchaser Holdings in the performance of the foregoing shall relieve, reduce or otherwise affect Seller's and the ShareholdersIndemnifying Sellers' obligations and liability to indemnify Purchaser Holdings pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected Seller's and the ShareholdersIndemnifying Sellers' ability to defend against such claim for Damages and except to the extent that such failure or delay increases such claim for Damages. If Seller or the Shareholders Indemnifying Sellers give to Purchaser Holdings an Indemnifying agreement in writing, in a form reasonably satisfactory to Purchaser's Holdings' counsel, to defend such claim for Damages, Seller and the Shareholders Indemnifying 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 Seller and the ShareholdersIndemnifying Sellers, in their sole discretion, shall elect and Purchaser Holdings shall execute such documents and take such steps as may be reasonably necessary in the opinion of counsel for Seller and the Shareholders Indemnifying Sellers to enable Seller and the Shareholders Indemnifying Sellers to conduct the defense of such claim for Damages. If Seller of the Shareholders Indemnifying Sellers fail or refuse to defend any claim for Damages, Seller and the Shareholders Indemnifying Sellers may nevertheless, at their own expense, participate in the defense of such claim by Purchaser Holdings and in any and all settlement negotiations relating thereto. In any and all events, Seller and the Shareholders Indemnifying Sellers shall have such access to the records and files of Purchaser Holdings 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 Buyer of a ------------------------------ notice of a an action, lawsuit, proceeding, investigation or other claim against it (if by a third party party) or upon discovering the liability, obligation or facts giving rise to such claim for indemnification which may give rise to a claim for Damages, Purchaser Buyer shall give written notice thereof to Seller and the ShareholdersSellers. No failure or delay of Purchaser Buyer in the performance of the foregoing shall relieve, reduce or otherwise affect Seller's and the ShareholdersSellers' obligations and liability to indemnify Purchaser Buyer pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected Seller's and the ShareholdersSellers' ability to defend against such claim for Damages. If Seller or the Shareholders Sellers give to Purchaser Buyer an agreement in writing, in a form reasonably satisfactory to PurchaserBuyer's counsel, to defend such action, lawsuit, proceeding, investigation or other claim for Damages, Seller and the Shareholders 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 Seller and the ShareholdersSellers, in their sole discretion, shall elect and Purchaser Buyer shall execute such documents and take such steps as may be reasonably necessary in the opinion of counsel for Seller and the Shareholders Sellers to enable Seller and the Shareholders Sellers to conduct the defense of such claim for Damages. In the event Buyer notifies Sellers in writing that it will undertake the defense against any such claim, at its sole expense, which Buyer may do in its sole discretion, Sellers shall have no liability for Damages as relates to such claim in excess of any amount which Sellers had previously offered in writing to settle any such claim. If Seller of the Shareholders Sellers fail or refuse to defend any claim for Damages, Seller and the Shareholders Sellers may nevertheless, at their own expense, participate in the defense of such claim by Purchaser Buyer and in any and all settlement negotiations relating thereto. In any and all events, Seller and the Shareholders Sellers shall have such access to the records and files of Purchaser Buyer 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 Holdings or Acquisition of a notice of a claim by a third party which may give rise to a claim for Damages, Purchaser Holdings and Acquisition shall give written notice thereof to Seller and the ShareholdersSellers' Agents. No failure or delay of Purchaser Holdings or Acquisition in the performance of the foregoing shall relieve, reduce or otherwise affect Seller's and the ShareholdersSellers' obligations and liability to indemnify Purchaser Holdings and Acquisition pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected Seller's and the ShareholdersSellers' ability to defend against such claim for Damages. If Seller or the Shareholders Sellers' Agents give to Purchaser Holdings and Acquisition an agreement in writing, in a form reasonably satisfactory to PurchaserHoldings' and Acquisition's counsel, to defend such claim for Damages, Seller and the Shareholders 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 Seller and the ShareholdersSellers' Agents, in their sole discretion, shall elect and Purchaser Holdings and Acquisition shall execute such documents and take such steps as may be reasonably necessary in the reasonable opinion of counsel for Seller and the Shareholders Sellers to enable Seller and the Shareholders Sellers to conduct the defense of such claim for Damages. If Seller of the Shareholders Sellers fail or refuse to defend any claim for Damages, Seller and the Shareholders Sellers may nevertheless, at their own expense, participate in the defense of such claim by Purchaser Holdings and Acquisition and in any and all settlement negotiations relating thereto. In any and all events, Seller and the Shareholders Sellers' Agents shall have such access to the records and files of Purchaser Holdings and Acquisition 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 Holdings or Acquisition of a notice of a claim by a third party which may give rise to a claim for Damagesdamages, Purchaser holdings and Acquisition shall give written notice thereof to Seller and the ShareholdersSellers' Agents. No failure or delay of Purchaser Holdings or Acquisition in the performance of the foregoing shall relieve, reduce or otherwise affect Seller's and the ShareholdersSellers' obligations and liability to indemnify Purchaser Holdings and Acquisition pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected Seller's and the ShareholdersSellers' ability to defend against such claim for Damages. If Seller or the Shareholders Sellers' Agents give to Purchaser Holdings and Acquisition an agreement in writing, in a form reasonably satisfactory to PurchaserHoldings' and Acquisition's counsel, to defend such claim for Damages, Seller and the Shareholders 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 Seller and the ShareholdersSellers' Agents, in their sole discretion, shall elect and Purchaser Holdings and Acquisition shall execute such documents and take such steps as may be reasonably necessary in the reasonable opinion of counsel for Seller and the Shareholders Sellers to enable Seller and the Shareholders Sellers to conduct the defense of such claim for Damages. If Seller of the Shareholders Sellers fail or refuse to defend any claim for Damages, Seller and the Shareholders Sellers may nevertheless, at their own expense, participate in the defense of such claim by Purchaser Holdings and Acquisition and in any and all settlement negotiations relating thereto. In any and all events, Seller and the Shareholders Sellers' Agents shall have such access to the records and files of Purchaser Holdings and Acquisition relating to any claim for Damages as may be reasonably necessary to effectively defend or participate in the defense thereof.