Acknowledged Claims Clause Samples

Acknowledged Claims. If the Indemnitor acknowledges its indemnification obligation with respect to the Claim, and (A) such Claim is based upon an asserted liability or obligation to a person or entity that is not the Company or a party to this Agreement, including a Claim of a Third Party Purchaser made against Buyer (a "Third Party Claim"), Indemnitor shall have the right to defend or settle such Third Party Claim and Indemnitee shall have the right to participate in such defense or any settlement negotiations or (B) such Claim is not a Third Party Claim, and if Seller is the Indemnitor, such Claim 99 107 shall be satisfied as provided in subparagraph (c). Notwithstanding the foregoing, Indemnitor may not settle any Third Party Claim without the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed (it being acknowledged and agreed that Indemnitee may withhold its consent if, among other things, a proposed settlement (A) would not include as an unconditional term thereof a release of Indemnitee from all liability in respect of such Claim or (B) involves any relief other than the payment by Indemnitor of money damages).