Third Party Proceeding. Indemnitor shall have twenty (20) days from receipt of a Claims Notice for a Third Party Proceeding to provide the Indemnitee with notice that it wishes to assume the defense in the Third Party Proceeding, in which event the Indemnitee shall have the right to participate in the defense at its own expense; provided, however, that the Indemnitee is hereby authorized prior to and during such time to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests and that is not prejudicial to Indemnitor. If Indemnitor fails to give the Indemnitee timely notice as provided herein, the Indemnitee shall have the right to defend against such Third Party Proceeding. If Indemnitor assumes the defense in a Third Party Proceeding, the Indemnitor shall not agree to any settlement, compromise or discharge of a Third-Party Claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld. If the Indemnitor does not assume the defense of a Third-Party Claim, the Indemnitee shall be entitled to undertake any settlement, compromise or discharge of such Third-Party Claim without the Indemnitor’s prior consent. Notwithstanding anything herein to the contrary, an Indemnitor shall not be entitled to assume control of the defense in a Third Party Proceeding, and shall pay the reasonably documented fees and expenses of legal counsel retained by the Indemnitee if: (i) Indemnitee reasonably believes that an adverse determination of such claim could be detrimental to its interests; (ii) Indemnitee reasonably believes that the Indemnitor lacks the financial capability to pay any adverse monetary judgment being sought in the Third Party proceeding; (iii) Indemnitee reasonably believes that a conflict of interest exists or could reasonably arise which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the parties in such proceeding, other than a conflict which may exist due to the underlying nature of the duty to indemnify; (iv) a court of competent jurisdiction rules that Indemnitor has failed or is failing to prosecute or defend such claim; or (v) such claim seeks damages other than monetary damages.
Third Party Proceeding. Seller shall have twenty (20) days from receipt of a Buyer’s Claim Notice for a Third Party Proceeding to provide the Buyer Indemnitee with notice that it wishes to assume the defense in the Third Party Proceeding and acknowledges liability for such damages, in which event the Buyer Indemnitee shall have the right to participate in the defense at its own expense; provided, however, that the Buyer Indemnitee is hereby authorized prior to and during such time to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests and that is not prejudicial to Seller. If Seller fails to give the Buyer Indemnitee timely notice as provided herein, the Buyer Indemnitee shall have the right to defend against such Third Party Proceeding. If Seller assumes the defense in a Third Party Proceeding, (i) the Indemnifying Party shall not agree to any settlement, compromise or discharge of a Third-Party Claim without the Indemnified Party’s prior written consent; and (ii) the Buyer must provide the Seller and the Principal Owners with all reasonable assistance requested by them in relation to the Third Party Proceeding, including providing access to witnesses and documentary or other evidence relevant to the Third Party Proceedings, allow them and their advisers to inspect and take copies of all relevant books, records, files and documents, and providing them with reasonable access to the personnel, premises and chattels of the Seller for the purposes of obtaining information in relation to the Third Party Proceeding.
Third Party Proceeding. (i) Seller shall have twenty (20) days from receipt of a Buyer’s Claim Notice for a Third Party Proceeding to provide the Buyer Indemnitee with notice that it wishes to assume the defense in the Third Party Proceeding and acknowledges liability for such damages, in which event the Buyer Indemnitee shall have the right to participate in the defense at its own expense; provided, however, that the Buyer Indemnitee is hereby authorized prior to and during such time to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests and that is not prejudicial to Seller. If Seller fails to give the Buyer Indemnitee timely notice as provided herein, the Buyer Indemnitee shall have the right to defend against such Third Party Proceeding.
Third Party Proceeding. Brookline (or Brookline Successors, as the case may be) will promptly notify Orvilliers of any proceeding commenced by any Person against Brookline in respect of which Brookline, the Brookline Successors or their respective directors and officers intends to make a claim under subsection 5.1 (provided that any failure to so notify shall not in any way impact or restrict the rights to indemnification provided for under subsection 5.1) and the following provisions will govern any such proceeding:
Third Party Proceeding. The commencement of a proceeding against a Loan Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, or other similar official for it of for any substantial part of its property that is not stayed or dismissed within ninety (90) days after receipt by a Loan Party of written notice thereof.
