Third Party Procedures Sample Clauses
The Third Party Procedures clause outlines the processes and requirements that must be followed when a third party becomes involved in matters related to the agreement, such as audits, inspections, or dispute resolution. Typically, this clause specifies how and when third parties may be engaged, what information can be shared with them, and any necessary notifications or consents required from the contracting parties. Its core function is to ensure that the involvement of external parties is managed transparently and consistently, thereby protecting the interests of all parties and minimizing potential misunderstandings or unauthorized disclosures.
Third Party Procedures. In the event any demands or claims are asserted against the Shareholder Indemnified Parties or any actions, suits or proceedings are commenced against any Shareholder Indemnified Party for which Purchaser is obligated to indemnify a Seller Indemnified Party under this SECTION 8.2, then the Shareholder Indemnified Party shall give notice thereof to Purchaser in order to permit Purchaser the necessary time to evaluate the merits of such demand, claim, action, suit or proceeding and defend, settle or compromise the same so that Purchaser's interest is not materially prejudiced. Within 10 business days after such notice, Purchaser shall assume the defense thereof with counsel chosen by Purchaser or its insurer and reasonably acceptable to the Shareholder Indemnified Party. Purchaser shall not be liable for any costs or expenses incurred by the Shareholder Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Purchaser is obligated to indemnify the Seller Indemnified Party under this SECTION 8.2, provided that Purchaser shall have assumed the defense hereof in accordance with this SECTION 8.
Third Party Procedures. In the case of any Claim (other than a ----------------------- Claim by an indemnified party for a breach of representation or warranty with respect to ownership/title as set forth in Sections 3.3, 3.9 or 4.1), the ------------ --- --- indemnified party may defend, settle or otherwise compromise, or pay a Claim unless it shall have received notice (within thirty (30) days of the indemnifying party's receipt of the notice of such Claim from the indemnified party) from the indemnifying party that the indemnifying party either disputes that it has indemnification responsibility relating to such Claim or it intends, at its sole cost and expense, to assume the defense of any such matter, in which latter case the indemnified party shall have the right, at no 50 cost or expense to the indemnifying party, to participate in such defense; provided, that, any legal counsel selected by the indemnifying party pursuant to this Section 9.3(b) shall be reasonably satisfactory to the ------------- indemnified party; and provided, further, that the indemnifying party shall not, in the defense of such Claim, consent to the entry of any judgment or enter into any settlement, except with the written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), which provides for anything other than money damages or other money payments or which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such Claim. If the indemnifying party does not assume the defense of a Claim or dispute that it has indemnification responsibility with respect to such Claim within the time period specified above, the indemnifying party shall pay all costs of each indemnified party arising out of the defense until the defense is assumed. The indemnified party shall take all appropriate action to permit and authorize the indemnifying party fully to participate, to the extent provided above, in the defense of any such Claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense. If the indemnifying party does not assume the defense, the indemnified party shall keep the indemnifying party reasonably apprised as to the status of the defense. If the Claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and ass...