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.

Third Party Procedures. In the event any demands or claims are asserted against the Shareholder a Purchaser Indemnified Parties Party or any actions, suits or proceedings are commenced against any Shareholder a Purchaser Indemnified Party for which Purchaser Seller is obligated to indemnify a Seller Purchaser Indemnified Party under this SECTION 8.28.1, then the Shareholder Purchaser Indemnified Party shall give prompt notice thereof to Purchaser the Shareholders in order to permit Purchaser the Shareholders 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 the Shareholders' interests are not materially prejudiced. Within 10 business days after such notice, Purchaser The Shareholders shall assume the defense thereof with counsel chosen by Purchaser or its insurer the Shareholders and reasonably acceptable to the Shareholder Purchaser Indemnified Party. Purchaser The Shareholders shall not be liable for any costs or expenses incurred by the Shareholder a Purchaser Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Purchaser is the Shareholders are obligated to indemnify the Seller Purchaser Indemnified Party under this SECTION 8.28.1, provided that Purchaser the Shareholders shall have assumed the defense hereof thereof in accordance with this SECTION 8. 1. Purchaser 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

Third Party Procedures. In the event any demands or claims are asserted against the Shareholder a Purchaser Indemnified Parties Party or any actions, suits or proceedings are commenced against any Shareholder a Purchaser Indemnified Party for which Purchaser Seller is obligated to indemnify a Seller Purchaser Indemnified Party under this SECTION 8.28.1, then the Shareholder Purchaser Indemnified Party shall give prompt notice thereof to Purchaser the Shareholders in order to permit Purchaser the Shareholders 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 the Shareholders' interests are not materially prejudiced. Within 10 business days after such notice, Purchaser The Shareholders shall assume the defense thereof with counsel chosen by Purchaser or its insurer the Shareholders and reasonably acceptable to the Shareholder Purchaser Indemnified Party. Purchaser The Shareholders shall not be liable for any costs or expenses incurred by the Shareholder a Purchaser Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Purchaser is the Shareholders are obligated to indemnify the Seller Purchaser Indemnified Party under this SECTION 8.2Section 8.1, provided that Purchaser the Shareholders shall have assumed the defense hereof thereof in accordance with this SECTION 8Section 8.1.