Common use of Third Party Claims Procedure Clause in Contracts

Third Party Claims Procedure. (a) If any Person not a party to this Agreement shall make any demand or claim, or shall file or threaten to file any suit, action or proceeding, for which Purchaser may be entitled to indemnification pursuant to the provisions of Section 8.3 of this Agreement, then, in any such event, Purchaser shall give prompt written notice of the existence of any such demand, claim, suit, action or proceeding to the particular Equipment Owner(s). In any event, written notice shall be given not later than the fifteenth day after a party shall first gain knowledge of the existence of any such demand, claim, suit, action or proceeding. (b) Each of such Equipment Owners shall promptly retain legal counsel reasonably acceptable to Purchaser to defend any such demand, claim, suit, action or proceeding. If such Equipment Owner shall fail for any reason to retain promptly such legal counsel, then, in any such event, Purchaser shall retain (or cause such Equipment Owner(s) to retain) legal counsel at the expense of such Equipment Owner(s) to conduct such defense. If such Equipment Owner(s) shall retain such legal counsel, Purchaser may, at its option and at its expense, retain separate legal counsel to represent its interest. Such Equipment Owner(s) and Purchaser and their respective legal counsel shall consult and shall cooperate with one another regarding the defense, settlement and compromise of any such demand, claim, suit, action or proceeding. (c) If such Equipment Owner(s) shall have retained legal counsel, then all decisions with respect to the defense, settlement or compromise of such demand, claim, action, suit or proceeding shall be within the discretion of such Equipment Owner(s); provided, however, that such Equipment Owner(s) shall not defend, settle or compromise any such demand, claim, suit, action or proceeding without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. If such Equipment Owner(s) shall not have retained legal counsel, all decisions with respect to the defense, settlement or compromise of such demand, claim, suit, action or proceeding shall be solely within the discretion of Purchaser.

Third Party Claims Procedure. (a) If any Person not a party to this Agreement shall make any demand or claim, or shall file or threaten to file any suit, action or proceeding, for which Parent or Purchaser may be entitled to indemnification pursuant to the provisions of Section 8.3 9.3 of this Agreement, then, in any such event, Parent or Purchaser shall give prompt written notice of the existence of any such demand, claim, suit, action or proceeding to the particular Equipment Owner(s). In any event, written notice shall be given not later than the fifteenth day after a party shall first gain knowledge of the existence of any such demand, claim, suit, action or proceeding. (b) Each of such Equipment Owners shall promptly retain legal counsel reasonably acceptable to Parent or Purchaser to defend any such demand, claim, suit, action or proceeding. If such Equipment Owner shall fail for any reason to retain promptly such legal counsel, then, in any such event, Parent or Purchaser shall retain (or cause such Equipment Owner(s) to retain) legal counsel at the expense of such Equipment Owner(s) to conduct such defense. If such Equipment Owner(s) shall retain such legal counsel, Parent or Purchaser may, at its option and at its expense, retain separate legal counsel to represent its interest. Such Equipment Owner(s) ), Parent and Purchaser and their respective legal counsel shall consult and shall cooperate with one another regarding the defense, settlement and compromise of any such demand, claim, suit, action or proceeding. (c) If such Equipment Owner(s) shall have retained legal counsel, then all decisions with respect to the defense, settlement or compromise of such demand, claim, action, suit or proceeding shall be within the discretion of such Equipment Owner(s); provided, however, that such Equipment Owner(s) shall not defend, settle or compromise any such demand, claim, suit, action or proceeding without the prior written consent of Parent or Purchaser, which consent shall not be unreasonably withheld or delayed. If such Equipment Owner(s) shall not have retained legal counsel, all decisions with respect to the defense, settlement or compromise of such demand, claim, suit, action or proceeding shall be solely within the discretion of Parent or Purchaser.

Third Party Claims Procedure. (a) If any Person not a party to this Agreement shall make any demand or claim, or shall file or threaten to file any suit, action or proceeding, for which Purchaser may be entitled to indemnification pursuant to the provisions of Section 8.3 of this Agreement, then, in any such event, Purchaser shall give prompt written notice of the existence of any such demand, claim, suit, action or proceeding to the particular Equipment Owner(s) and/or License Owner(s), as the case may be. In any event, written notice shall be given not later than the fifteenth day after a party shall first gain knowledge of the existence of any such demand, claim, suit, action or proceeding. (b) Each of such the Equipment Owners and/or License Owners, as the case may be, shall promptly retain legal counsel reasonably acceptable to Purchaser to defend any such demand, claim, suit, action or proceeding. If such the Equipment Owner Owner(s) and/or License Owner(s) shall fail for any reason to retain promptly such legal counsel, then, in any such event, Purchaser shall retain (or cause such the Equipment Owner(s) and/or License Owner(s) to retain) legal counsel at the expense of such the Equipment Owner(s) and/or License Owner(s) to conduct such defense. If such the Equipment Owner(s) and/or License Owner(s) shall retain such legal counsel, Purchaser may, at its option and at its expense, retain separate legal counsel to represent its interest. Such The Equipment Owner(s) and/or License Owner(s) and Purchaser and their respective legal counsel shall consult and shall cooperate with one another regarding the defense, settlement and compromise of any such demand, claim, suit, action or proceeding. (c) If such the Equipment Owner(s) and/or License Owner(s) shall have retained legal counsel, then all decisions with respect to the defense, settlement or compromise of such demand, claim, action, suit or proceeding shall be within the discretion of such the Equipment Owner(s) and/or License Owner(s); provided, however, that such the Equipment Owner(s) and/or the License Owner(s) shall not defend, settle or compromise any such demand, claim, suit, action or proceeding without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. If such the Equipment Owner(s) and/or License Owner(s) shall not have retained legal counsel, all decisions with respect to the defense, settlement or compromise of such demand, claim, suit, action or proceeding shall be solely within the discretion of Purchaser.

Third Party Claims Procedure. (a) If any Person not a party to this Agreement shall make any demand or claim, or shall file or threaten to file any suit, action or proceeding, for which Purchaser may be entitled to indemnification pursuant to the provisions of Section 8.3 of this Agreement, then, in any such event, Purchaser shall give prompt written notice of the existence of any such demand, claim, suit, action or proceeding to the particular Equipment Owner(s)Owner and/or License Owner. In any event, written notice shall be given not later than the fifteenth day after a party shall first gain knowledge of the existence of any such demand, claim, suit, action or proceeding. (b) Each of such the Equipment Owners Owner and/or License Owner, as the case may be, shall promptly retain legal counsel reasonably acceptable to Purchaser to defend any such demand, claim, suit, action or proceeding. If such the Equipment Owner and/or License Owner shall fail for any reason to retain promptly such legal counsel, then, in any such event, Purchaser shall retain (or cause such the Equipment Owner(s) Owner and/or License Owner to retain) legal counsel at the expense of such the Equipment Owner(s) Owner and/or License Owner to conduct such defense. If such the Equipment Owner(s) Owner and/or License Owner shall retain such legal counsel, Purchaser may, at its option and at its expense, retain separate legal counsel to represent its interest. Such The Equipment Owner(s) Owner and/or License Owner and Purchaser and their respective legal counsel shall consult and shall cooperate with one another regarding the defense, settlement and compromise of any such demand, claim, suit, action or proceeding. (c) If such the Equipment Owner(s) Owner and/or License Owner shall have retained legal counsel, then all decisions with respect to the defense, settlement or compromise of such demand, claim, action, suit or proceeding shall be within the discretion of such the Equipment Owner(s)Owner and/or License Owner; provided, however, that such the Equipment Owner(s) Owner and/or the License Owner shall not defend, settle or compromise any such demand, claim, suit, action or proceeding without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. If such the Equipment Owner(s) Owner and/or License Owner shall not have retained legal counsel, all decisions with respect to the defense, settlement or compromise of such demand, claim, suit, action or proceeding shall be solely within the discretion of Purchaser.