Common use of Third Party Liability Procedures Clause in Contracts

Third Party Liability Procedures. In the event that either Offerors are or AG Promover is seeking indemnification under this ARTICLE VI in respect of, arising out of, or involving a claim made by a person not a Party to the legal relationship deriving from this 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’ expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. Offerors or AG Promover, as applicable, shall have the right to retain 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 Offerors or AG Promover, as applicable, by the counsel retained by Offerors or AG Promover, as applicable, would be inappropriate due to actual or potential differing interests between Offerors or AG Promover, 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 Offerors or AG Promover, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of Offerors or AG Promover, as applicable.

Third Party Liability Procedures. In the event that either Offerors are or AG Promover is seeking indemnification under this ARTICLE VI in respect of, arising out of, or involving a claim made by a person not a Party to the legal relationship deriving from this 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’ Promover’ expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. Offerors or AG Promover, as applicable, shall have the right to retain 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 Offerors or AG Promover, as applicable, by the counsel retained by Offerors or AG Promover, as applicable, would be inappropriate due to actual or potential differing interests between Offerors or AG Promover, 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 Offerors or AG Promover, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of Offerors or AG Promover, as applicable.

Third Party Liability Procedures. In the event that either Offerors are or an AG Promover Indemnified Party or Offeror Indemnified Party is seeking indemnification under this ARTICLE VI IV 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 AG Promover Indemnified Party or AG PromoverOfferor Indemnified Party, as applicable, shall have the right to retain their 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 Offerors such AG Promover Indemnified Party or AG PromoverOfferor 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 Offerors such AG Promover Indemnified Party or AG PromoverOfferor 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 Offerors the AG Promover Indemnified Party or AG PromoverOfferor Indemnified Party, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of Offerors the AG Promover Indemnified Party or AG PromoverOfferor Indemnified Party, as applicable.

Third Party Liability Procedures. In the event that either Offerors are a Buyer Indemnified Party or AG Promover Seller Indemnified Party is seeking indemnification under this ARTICLE VI IX 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 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 Promover’ Buyer’s expense, as applicable, shall cooperate as reasonably requested in the defense of the claim. Offerors Buyer Indemnified Party or AG PromoverSeller Indemnified Party, as applicable, shall have the right to retain their 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 Offerors such Buyer Indemnified Party or AG PromoverSeller 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 Offerors such Buyer Indemnified Party or AG PromoverSeller 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 Offerors the Buyer Indemnified Party or AG PromoverSeller Indemnified Party, as applicable, if such settlement or adverse judgment in any way diminishes the rights or interests of Offerors the Buyer Indemnified Party or AG PromoverSeller Indemnified Party, as applicable.