Common use of Third Party Suits Clause in Contracts

Third Party Suits. In the case of any Claim relating to a claim by a third party (a "Third Party Suit"), the Indemnified Party shall control the defense of the Third Party Suit and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for Losses arising out of the Third Party Suit. If the Indemnifying Party assumes control of the defense of a Third Party Suits, (i) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation and (ii) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primedex Health Systems Inc)

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Third Party Suits. In the case of any Claim relating to a claim by a third party (a "Third Party Suit"), the Indemnified Party shall control the defense of the Third Party Suit Suit, and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnified Party may demand that the Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for Losses arising out of the Third Party Suitsuit. If the Indemnifying Party assumes control of the defense of a Third Party SuitsSuit, (ia) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation consultation, and (iib) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.

Appears in 1 contract

Samples: Asset Purchase Agreement (Avitar Inc /De/)

Third Party Suits. In the case of any Claim claim relating to a claim Claim by a third party (a "Third Party Suit"), the Indemnified Party shall control the defense of the Third Party Suit and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for the full amount of any Losses arising out of the Third Party Suit. If the Indemnifying Party assumes control of the defense of a Third Party SuitsSuit, (ia) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation and (iib) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthextras Inc)

Third Party Suits. In the case of any Claim relating to a claim by a third party (a "Third Party Suit"), the ----------------- Indemnified Party shall control the defense of the Third Party Suit Suit, and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnified Party may demand that the Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for Losses arising out of the Third Party Suitsuit. If the Indemnifying Party assumes control of the defense of a Third Party SuitsSuit, (ia) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation consultation, and (iib) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Drca Medical Corp)

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Third Party Suits. In the case of any Claim relating to a claim by a Third Party Suit (including, ----------------- without limitation, for the purposes of this Section 7.5 those third party (a "Third Party Suit"suits described in SCHEDULE 4.1(n)), the Indemnified Party shall control the defense ---------------- of the Third Party Suit Suit, and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnified Party may demand that the ----------------- Indemnifying Party may assume control of the defense of the Third Party Suit at any time during the course of the suit if the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnified Party is entitled to indemnification under this Agreement with respect to the Claim and for Losses arising out of the Third Party Suitsuit. If the Indemnifying Party assumes control of the defense of a Third Party SuitsSuit, (ia) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation consultation, and (iib) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.

Appears in 1 contract

Samples: Stock Purchase Agreement (Occusystems Inc)

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