Common use of Third Party Proceeding Clause in Contracts

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. 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 Xxxxxx 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 Xxxxxx 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.