Common use of Third Person Claims Clause in Contracts

Third Person Claims. The Indemnitor shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemnitee, the defense, compromise or settlement of any third Person claim, action or suit against the Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right subject to obtaining Indemnitor's prior written consent to pay, settle or compromise any such claim, action or suit, PROVIDED that if no consent is obtained, the Indemnified Party shall waive any right to indemnity therefore hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waived.

Third Person Claims. The Indemnitor shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemniteechoosing, the defense, compromise or settlement of any such third Person claim, action or suit against the such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In , and in any such case, case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The ; provided that the Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right subject to obtaining Indemnitor's prior written consent to pay, settle or compromise any such claim, action or suit, PROVIDED provided that if no consent is obtained, in such event the Indemnified Party shall waive any right to indemnity therefore therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent is was unreasonably withheld withheld, in which event no claim for indemnity therefore therefor hereunder shall be waived.

Third Person Claims. (a) The Indemnitor shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemniteechoosing, the defense, compromise or settlement of any third Person claim, action or suit against the Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right subject to obtaining Indemnitor's prior written consent to pay, settle or compromise any such claim, action or suit, PROVIDED provided that if no consent is obtained, in such event the Indemnified Party shall waive any right to indemnity therefore therefor hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore therefor hereunder shall be waived.

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, to the extent known. The Indemnitor Indemnifying Party shall have the right to conduct defend and controlsettle, through counsel at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any criminal proceeding without the written consent of its choosing reasonably acceptable the Indemnified Party, such consent not to be unreasonably withheld or delayed. If the IndemniteeIndemnifying Party undertakes to defend or settle, the defense, compromise or settlement of any third Person claim, action or suit against it shall promptly notify the Indemnified Party as of its intention to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged do so, and agreed in writing that if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall cooperate in connection therewith with the Indemnifying Party and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The Indemnified Party may participate, through its counsel chosen by it and at its own expense, in the defense of thereof and in any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense settlement thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right subject to obtaining Indemnitor's prior written consent to pay, settle or compromise any such claim, action or suit, PROVIDED that if no consent is obtained, the Indemnified Party shall waive any right to indemnity therefore hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waived.Such cooperation shall

Third Person Claims. Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. The Indemnitor Indemnifying Party shall have the right to conduct defend and controlsettle, through counsel at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any criminal proceeding without the written consent of its choosing reasonably acceptable the Indemnified Party. If the Indemnifying Party undertakes to the Indemniteedefend or settle, the defense, compromise or settlement of any third Person claim, action or suit against it shall promptly notify the Indemnified Party as of its intention to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged do so, and agreed in writing that if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall cooperate in connection therewith with the Indemnifying Party and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The Indemnified Party may participate, through its counsel chosen by it and at its own expense, in the defense of thereof and in any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense settlement thereof. Notwithstanding Such cooperation shall include, but shall not be limited to, furnishing the foregoingIndemnifying Party with any books, the Indemnified Party shall have the right subject to obtaining Indemnitor's prior written consent to pay, settle records or compromise any such claim, action or suit, PROVIDED that if no consent is obtained, the Indemnified Party shall waive any right to indemnity therefore hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waived.information

Third Person Claims. The If an Indemnified Party shall provide an Indemnitor with a Notice Claim with respect to a third party claim, action or suit against the Indemnified Party, then the Indemnitor shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemniteechoosing, the defense, compromise or settlement of any such third Person claim, action or suit against the such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In , and in any such case, case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith. The ; provided, that the Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right subject to obtaining Indemnitor's prior written consent to pay, settle or compromise any such claim, action or suit, PROVIDED that if no consent is obtained, the Indemnified Party shall waive any right to indemnity therefore hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waived.

Third Person Claims. The Indemnitor Indemnified Party shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemniteechoosing, the defense, compromise or settlement of any third Third Person claim, action or suit Claim against the such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if hereunder, and in any such case the Indemnitor has acknowledged and agreed in writing that if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor Indemnified Party in connection therewith. The Indemnified Party therewith (excluding, for avoidance of doubt, any records, information, testimony or materials that the Indemnitor reasonably believes are subject to protection under the attorney-client privilege or work product doctrine as it concerns the Indemnitor and its legal counsel); provided, that: (i) the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit Third Person Claim as to which the Indemnitor Indemnified Party has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, ; and (ii) the Indemnified Party shall have not, without the right subject to obtaining Indemnitor's prior written consent to of the Indemnitor (which written consent shall not be unreasonably withheld or delayed), pay, compromise or settle or compromise any such claim, action or suit, PROVIDED that if no consent is obtained, the Indemnified Party shall waive any right to indemnity therefore hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waivedThird Person Claim.

Third Person Claims. The Indemnitor (a) Subject to Section 10.6(b), the Indemnified Party shall have the right to conduct and control, through counsel of its choosing reasonably acceptable to the Indemniteechoosing, the defense, compromise or settlement of any third Person claim, action or suit against the such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if hereunder, and in any such case the Indemnitor has acknowledged and agreed in writing that if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor Indemnified Party in connection therewith. The Indemnified Party ; provided, that the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor Indemnified Party has so elected to conduct and control the defense thereof. Notwithstanding the foregoing; and provided, further, that the Indemnified Party shall have not, without the right subject to obtaining Indemnitor's prior written consent to of the Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle or compromise any such claim, action or suit, PROVIDED except that if no consent is obtained, the Indemnified Party shall waive any right to indemnity therefore hereunder unless such consent is unreasonably withheld in which event no claim for indemnity therefore hereunder shall be waived.be