Third Party Action. When a Claim involves a Third Party Action, the Recipient of Claim shall have the option to prosecute or defend, at its expense, the Third Party Action, unless the potential liability of the Claimant in the Third Party Action exceeds the maximum liability of the Recipient of Claim established under Section 6.03 or Section 6.04. If the Recipient of Claim does not or cannot elect this option, the Claimant shall diligently prosecute or defend such claim as if it were paying any Losses arising from the Claim, but the Claimant shall not settle such Claim without the consent of the Recipient of Claim, which shall not be unreasonably withheld or delayed. If the Recipient of Claim has undertaken to prosecute or defend the Third Party Action, as permitted herein, then (1) the Claimant may participate, at its own expense, in any and all proceedings related to the Third Party Action and shall be entitled to receive copies of all notices and pleadings or other submissions in any judicial or regulatory proceeding, (2) there shall be no settlement of the Third Party Action without the consent of the Claimant (which shall not be unreasonably withheld or delayed), and (3) if the Claim is fully satisfied, the Recipient of Claim shall be subrogated to all rights and remedies of the Claimant. If the Recipient of Claim submits to the Claimant a bona fide settlement offer from the Third Party Claimant (which settlement offer shall include as an unconditional term of it the release by such Third Party of the Claimant from all liability in respect of such Claim) and the Claimant refuses to consent to such settlement, then thereafter the Recipient of Claim's liability to the Claimant under this Article VI with respect to such Third Party Action shall not exceed the settlement amount included in said bona fide settlement offer, and the Claimant shall either assume the defense of such Third Party Action or pay the Recipient of Claim's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such Third Party Action. All parties to this Agreement shall cooperate in the defense and prosecution of Third Party Actions and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.
Third Party Action. All Third-Party Action required in order to consummate the Closing on the terms hereof, other than any the absence of which in the aggregate would not have a material effect on the transactions contemplated hereby, shall have been taken.
Third Party Action. Each Third Party shall have (i) taken all necessary and appropriate corporate and shareholder action, and the Board of Directors of the Third Party shall have adopted resolutions authorizing the execution and delivery of the guaranty of such Third Party and the taking of all action called for thereby; and (ii) furnished to Secured Party certified copies of evidence of such corporate and shareholder action and such other corporate documents as Secured Party shall reasonably request.
Third Party Action. (a) Parent agrees to indemnify, defend and hold harmless Buyer against any Loss arising from, relating to or constituting any Litigation instituted by any third party arising out of the actions or inactions of Parent or the Seller (or allegations thereof) with respect to the period up to and including the Closing (any such third party action or proceeding being referred to as a “Third Party Action”). Buyer will give Parent prompt written notice of the commencement of a Third Party Action. The complaint or other papers pursuant to which the third party commenced such Third Party Action will be attached to such written notice. The failure to give prompt written notice will not affect Buyer’s right to indemnification unless such failure has materially and adversely affected Parent’s ability to defend successfully such Third Party Action.
(b) Parent will contest and defend such Third Party Action on behalf of Buyer if requested. Notice of the intention to so contest and defend will be given by Parent to Buyer within 20 business days after Buyer’s notice of such Third Party Action (but, in all events, at least five business days prior to the date that a response to such Third Party Action is due to be filed). Such contest and defense will be conducted by reputable attorneys retained by Parent. Buyer will be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing. If Buyer elects to participate in such defense, Buyer will cooperate with Parent in the conduct of such defense. Buyer will cooperate with Parent to the extent reasonably requested by Parent in the contest and defense of such Third Party Action, including providing reasonable access (upon reasonable notice) to the books, records and employees of Buyer if relevant to the defense of such Third Party Action; provided, that such cooperation will not unduly disrupt the operations of the business of the Buyer or cause the Buyer to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any Confidential Information of Buyer to become public.
(c) If Buyer does not request that Parent contest and defend a Third Party Action or if Buyer reasonably determines that Parent is not adequately representing or, because of a conflict of interest, may not adequately represent any interests of Buyer at any time after requesting Parent to do so, Buyer will be ent...
Third Party Action. If a third party initiates a claim of any nature in any court against any of the Parties arising out of or relating to any provision of this Agreement, the Parties agree that, as to such claim, the Party so named in such court proceeding may implead or otherwise join any of the remaining Parties in that proceeding, and that the existence of Sections 8.02 and 8.03 hereof (and the remedies prescribed thereunder) shall not act as a defense or bar to such impleader or joinder.
Third Party Action. Except as agreed to by the Parties in writing, following the Closing, PMI will have the sole and exclusive right and discretion to enforce the rights, title and interests in and to the Transferred Assets against Third Parties. If PMI is unable to enforce any obligation or other right without LD being party to an Action, then LD shall voluntarily join as a party in such Action as necessary to enforce any such obligation or other right; provided, that PMI agrees in advance to reimburse LD for its reasonable fees, costs and expenses relating thereto. Following the Closing, LD shall not testify (whether by declaration, affidavit, or in person) and LD shall not challenge or assist any Third Party in challenging the validity, enforceability or value of the Assigned Intellectual Property Rights or other Transferred Assets, in each case other than under subpoena or similar legal order.
Third Party Action. No third-party action is pending or contemplated as a result of the injuries of the case(s). In the event third-party claims are pursued, the insurer(s), SDF and SFG have preserved and would be entitled to liens pursuant to WCL § 29 for all payments made prior and pursuant to this agreement against any recoveries that may be derived from such claims. The claimant waives any right to petition the Board or any other court of competent jurisdiction for any additional monies representing the insurer’s equitable share of the claimant’s litigation expenses relating to the third-party action as otherwise permitted pursuant to Matter of Xxxxx v State Insurance Fund, 60 NY2d 131 (1983); Matter of Xxxxx v Xxxxxxxx, 9 NY3d 207 (2007); Matter of Bissell v Town of Amherst, 18 NY3d 697 (2012), as applicable to the case(s).
Third Party Action. In the event that any action commenced in a court of appropriate jurisdiction against Seller by any person other than Buyer or an affiliate of Buyer (a "Third Party Action") enjoins or restrains Seller from Closing under this Agreement, then, and in that event, this Agreement shall be cancelled and terminated and the Deposit, together with interest earned thereon, shall be returned to Buyer and neither party shall have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in Paragraphs 5(e), 7 and 22.
Third Party Action. No third-party action is pending or contemplated as a result of the injuries of the case(s). In the event third-party claims are pursued, the insurer(s), WAMO, SDF and SFG have preserved and would be entitled to liens pursuant to WCL § 29 for all payments made prior and pursuant to this agreement against any recoveries that may be derived from such claims. Moreover, the insurer(s), SDF, and SFG hereby reserve their respective rights to offset any and all medical benefits pursuant to WCL § 29(4). The claimant waives any right to petition the Board or any other court of competent jurisdiction for any additional monies representing the insurer’s equitable share of the claimant’s litigation expenses relating to the third-party action as otherwise permitted pursuant to Matter of Xxxxx v State Insurance Fund, 60 NY2d 131 (1983); Matter of Xxxxx v Xxxxxxxx, 9 NY3d 207 (2007); Matter of Bissell v Town of Amherst, 18 NY3d 697 (2012), as applicable to the case(s).
Third Party Action. Section 11.3(a) transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.1(b)(ii) Vastar Gas Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
