Third Party Claims; Direct Claims Clause Samples

Third Party Claims; Direct Claims. (a) Any Person making a claim for indemnification under Section 9.2 or Section 9.3 (an "Indemnitee") shall notify the indemnifying party (which, for the avoidance of doubt, shall be deemed to be Parent in the event of a claim made under Section 9.2) (an "Indemnitor") of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it by a third party (each, a "Third Party Claim"), describing the Third Party Claim, the amount thereof (if known and quantifiable) and the basis thereof. Any Indemnitor shall be entitled to participate in the defense of such Third Party Claim giving rise to an Indemnitee's claim for indemnification at such Indemnitor's expense, and at its option shall be entitled to assume the defense thereof by appointing a counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that the Indemnitor shall not be entitled to assume or maintain the defense thereof if (i) such Third Party Claim arises in connection with any criminal proceeding, action, indictment, allegation or investigation of the Indemnitee or any of its Affiliates, (ii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnitor does not conduct the defense of the Third Party Claim actively and diligently, (iv) the Third Party Claim involves any claim in respect of Tax Matters, which are governed by Section 6.14(h), (v) the amount in controversy of the Third Party Claim is, or would reasonably be expected to be, equal to or greater than (A) for Claims subject to the Cap, two times (2x) the Cap, or (B) for Claims not subject to the Cap, two times (2x) the Base Purchase Price (as adjusted pursuant to Section 2.4), or (vi) the Indemnitee is advised in writing by outside counsel that there are one or more legal or equitable defenses available to the Indemnitee that the Indemnitor cannot assert on behalf of the Indemnitee. If the Indemnitor assumes the defense of such Third Party Claim in accordance with this Section 9.4(a), the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnitee unless, in the reasonable opinion of outside counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitor and the Indemnitee t...