Common use of Third Party Liability Procedures Clause in Contracts

Third Party Liability Procedures. In the event that either an AG Promover Indemnified Party or Offeror Indemnified Party is seeking indemnification under this ARTICLE IV in respect of, arising out of, or involving a claim made by a Person not a Party to this Commercial Offer and its Acceptance, it shall inform Offerors or AG Promover, as applicable, of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit Offerors or AG Promover, as applicable, to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and, at Offerors’ or AG Promover’s expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. AG Promover Indemnified Party or Offeror Indemnified Party, as applicable, shall have the right to retain its own counsel, subject to the approval of any such outside counsel by Offerors or AG Promover, as applicable, with the fees and expenses to be paid by Offerors or AG Promover, as applicable, if representation of such AG Promover Indemnified Party or Offeror Indemnified Party, as applicable, by the counsel retained by Offerors or AG Promover, as applicable, would be inappropriate due to actual or potential differing interests between such AG Promover Indemnified Party or Offeror Indemnified Party, as applicable, and any other party represented by such counsel in such proceedings. Offerors or AG Promover, as applicable, may not settle such action or claim, or otherwise consent to an adverse judgment in such action or claim, without the express written consent of the AG Promover Indemnified Party or Offeror Indemnified Party, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of the AG Promover Indemnified Party or Offeror Indemnified Party, as applicable.

Third Party Liability Procedures. In the event that either an Offerors are or AG Promover Indemnified Party or Offeror Indemnified Party is seeking indemnification under this ARTICLE IV VI in respect of, arising out of, or involving a claim made by a Person person not a Party to the legal relationship deriving from this Commercial Offer and its Acceptance, it shall inform Offerors or AG Promover, as applicable, of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit Offerors or AG Promover, as applicable, to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and, at Offerors’ Offerors’ or AG Promover’s Promover’ expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, shall have the right to retain its their own counsel, subject to the approval of any such outside counsel by Offerors or AG Promover, as applicable, with the fees and expenses to be paid by Offerors or AG Promover, as applicable, if representation of such Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, by the counsel retained by Offerors or AG Promover, as applicable, would be inappropriate due to actual or potential differing interests between such Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, and any other party represented by such counsel in such proceedings. Offerors or AG Promover, as applicable, may not settle such action or claim, or otherwise consent to an adverse judgment in such action or claim, without the express written consent of the Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of the Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable.

Third Party Liability Procedures. In the event that either an AG Promover a Buyer Indemnified Party or Offeror Seller Indemnified Party is seeking indemnification under this ARTICLE IV IX in respect of, arising out of, or involving a claim made by a Person not a Party to this Commercial Offer and its AcceptanceAgreement or Other Obligors, it shall inform Offerors Seller or AG PromoverBuyer, as applicable, of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit Offerors Seller or AG PromoverBuyer, as applicable, to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and, at Offerors’ Seller’s or AG PromoverBuyer’s expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. AG Promover Buyer Indemnified Party or Offeror Seller Indemnified Party, as applicable, shall have the right to retain its own counsel, subject to the approval of any such outside counsel by Offerors Seller or AG PromoverBuyer, as applicable, with the fees and expenses to be paid by Offerors Seller or AG PromoverBuyer, as applicable, if representation of such AG Promover Buyer Indemnified Party or Offeror Seller Indemnified Party, as applicable, by the counsel retained by Offerors Seller or AG PromoverBuyer, as applicable, would be inappropriate due to actual or potential differing interests between such AG Promover Buyer Indemnified Party or Offeror Seller Indemnified Party, as applicable, and any other party represented by such counsel in such proceedings. Offerors Seller or AG PromoverBuyer, as applicable, may not settle such action or claim, or otherwise consent Consent to an adverse judgment in such action or claim, without the express written consent Consent of the AG Promover Buyer Indemnified Party or Offeror Seller Indemnified Party, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of the AG Promover Buyer Indemnified Party or Offeror Seller Indemnified Party, as applicable.

Third Party Liability Procedures. In the event that either an Offerors are or AG Promover Indemnified Party or Offeror Indemnified Party is seeking indemnification under this ARTICLE IV VI in respect of, arising out of, or involving a claim made by a Person person not a Party to the legal relationship deriving from this Commercial Offer and its Acceptance, it shall inform Offerors or AG Promover, as applicable, of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit Offerors or AG Promover, as applicable, to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and, at Offerors’ or AG Promover’s ’ expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, shall have the right to retain its their own counsel, subject to the approval of any such outside counsel by Offerors or AG Promover, as applicable, with the fees and expenses to be paid by Offerors or AG Promover, as applicable, if representation of such Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, by the counsel retained by Offerors or AG Promover, as applicable, would be inappropriate due to actual or potential differing interests between such Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, and any other party represented by such counsel in such proceedings. Offerors or AG Promover, as applicable, may not settle such action or claim, or otherwise consent to an adverse judgment in such action or claim, without the express written consent of the Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of the Offerors or AG Promover Indemnified Party or Offeror Indemnified PartyPromover, as applicable.