Actions Commenced Sample Clauses

Actions Commenced. If a third party commences any action or ----------------- proceeding against an indemnified party related to any of the matters subject to indemnification under subsections (a) or (b) of this Section 10, the indemnified party promptly shall notify the indemnifying party or parties in writing of the amount claimed, the commencement of, and the basis for the claim. In case any action is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it so chooses, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party to the effect that the indemnified party believes it has failed to do so, (ii) the indemnified party is a defendant in any action or proceeding which also is brought against the indemnifying party and reasonably shall have concluded that there may be legal defenses available to the indemnified party which are not available to the indemnifying party, or (iii) representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any expenses therefor.