Common use of Third Party Procedures Clause in Contracts

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 8.2. The Shareholder Indemnified Parties shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If Purchaser does not assume the defense of any such claim or litigation resulting therefrom, (a) the Shareholder Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Purchaser on such terms as the Shareholder Indemnified Party may deem appropriate, and (b) Purchaser shall be entitled to participate in (but not control) the defense of such action, with their own counsel and at its own expense.

Third Party Procedures. In the event case of any demands Claim (other than a Claim by an ---------------------- indemnified party for a breach of representation or claims are asserted against warranty with respect to ownership/title as set forth in Sections 3.3, 3.9 or 4.1), 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 ------------ --- --- indemnified party may defend, settle or compromise the same so that Purchaser's interest is not materially prejudiced. Within 10 business days after such noticeotherwise compromise, 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 pay a Claim unless it shall have assumed received notice (within thirty (30) days of the defense hereof in accordance with this SECTION 8.2. The Shareholder Indemnified Parties shall be entitled 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 participate in (but not control) such Claim or it intends, at its sole cost and expense, to assume the defense of any such actionmatter, 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 its counsel and at its own expensethe 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 Purchaser the indemnifying party does not assume the defense of any a Claim or dispute that it has indemnification responsibility with respect to such claim or litigation resulting therefromClaim within the time period specified above, (a) the Shareholder Indemnified Party may defend against such claim or litigationindemnifying 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 such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Purchaser on such terms as the Shareholder Indemnified Party may deem appropriate, and (b) Purchaser shall be entitled to participate in (but not control) the defense of any such actionClaim. 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 assistance as the indemnifying party may reasonably request and shall cooperate with their own counsel and the indemnifying party in such defense, at its own expensethe expense of the indemnifying party.

Third Party Procedures. In the event case of any demands Claim (other than a ----------------------- Claim by an indemnified party for a breach of representation or claims are asserted against warranty with respect to ownership/title as set forth in Sections 3.3, 3.9 or 4.1), 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 ------------ --- --- indemnified party may defend, settle or compromise the same so that Purchaser's interest is not materially prejudiced. Within 10 business days after such noticeotherwise compromise, 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 pay a Claim unless it shall have assumed received notice (within thirty (30) days of the defense hereof in accordance with this SECTION 8.2. The Shareholder Indemnified Parties shall be entitled 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 participate in (but not control) such Claim or it intends, at its sole cost and expense, to assume the defense of any such actionmatter, 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 its counsel and at its own expensethe 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 Purchaser the indemnifying party does not assume the defense of any a Claim or dispute that it has indemnification responsibility with respect to such claim or litigation resulting therefromClaim within the time period specified above, (a) the Shareholder Indemnified Party may defend against such claim or litigationindemnifying 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 such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Purchaser on such terms as the Shareholder Indemnified Party may deem appropriate, and (b) Purchaser shall be entitled to participate in (but not control) the defense of any such actionClaim. 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 assistance as the indemnifying party may reasonably request and shall cooperate with their own counsel and the indemnifying party in such defense, at its own expensethe expense of the indemnifying party.