Control of Defense; Conditions. The obligations of an Indemnifying Party under this Section 8.02 with respect to Losses arising from claims of any third party that are subject to the indemnification provided in Sections 8.02(a) and 8.02(b) above shall be governed by the following additional terms and conditions:
Control of Defense; Conditions. The obligations of an Indemnifying Party under this Article X with respect to Damages arising from any Third Party Claims that are subject to the indemnification provided in Section 10.2 or 10.3 above shall be governed by the following additional terms and conditions:
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party in which a Government Entity or other third-party in question seeks only the recovery of a sum of money for which indemnification is provided in Section 6.2 or Section 6.3, at its option an Indemnifying Party may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party; provided, that before the Indemnifying Party assumes control of such defense it must first:
Control of Defense; Conditions. Except as otherwise provided in Section 5.4(c), which will apply to all Tax Contests, in the event that Parent or another Indemnified Person becomes aware of a third party claim (any such claim, a “Third Party Claim”) that Parent believes may result in a claim for indemnification pursuant to this Section 8 by or on behalf of an Indemnified Person, Parent will promptly notify the Securityholders’ Representative of such Third Party Claim. Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date will affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Securityholders are materially prejudiced thereby. Such notice must contain a reasonably detailed description of the basis of the claim and the nature and amount, if then reasonably ascertainable, of such Damages that may be indemnifiable. The obligations of the Company Securityholders under this Section 8 with respect to Damages arising from any Third Party Claim will be governed by the following additional terms and conditions:
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnitee in which the claimant seeks only the recovery of a sum of money for which indemnification is provided, at its option the Indemnitor may appoint as lead counsel of such defense a legal counsel selected by the Indemnitor, reasonably acceptable to the Indemnitee; provided that before the Indemnitor assumes control of such defense it must first:
Control of Defense; Conditions. With respect to the defense of any proceeding against or involving an Indemnitee in which the third party claimant seeks only the recovery of a sum of money for which indemnification is provided, at its option, the Indemnitor may, upon written notice given within thirty (30) days after receipt of the Claim Notice, assume the defense of such claims and appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnitor or, if not of national standing, such other counsel selected by Indemnitor and approved by Indemnitee, in such Indemnitee’s sole discretion; provided that before the Indemnitor assumes control of such defense it must first (i) enter into an agreement with the Indemnitee (in form and substance satisfactory to the Indemnitee) pursuant to which the Indemnitor agrees to be fully responsible (with no reservation of any rights, but subject to the limitations set forth in this Article VIII) for all Losses relating to such proceeding and (ii) provide written assurances to the Indemnitee of its ability to defend such proceeding and satisfy any judgment with respect thereto.
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party in which the claimant seeks the recovery of a sum of money for which indemnification is provided, at its option the Indemnifying Party may appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnifying Party. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense and settlement of any Proceeding if any of the following conditions are satisfied: (A) the Indemnifying Party fails to actively and diligently defend such Proceeding, (B) the Indemnifying Party cannot demonstrate that it has the financial resources sufficient to satisfy any Losses and the cost of defense; or (C) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party.
Control of Defense; Conditions. In the event Purchaser or another Purchaser Indemnified Person becomes aware of claim against such Person commenced or threatened by a third party (any such claim, a “Third Party Claim”) which Purchaser believes may result in a claim for indemnification pursuant to the terms of this Agreement by or on behalf of a Purchaser Indemnified Person, Purchaser shall promptly notify the Holders’ Agent of such Third Party Claim. Notwithstanding the foregoing, no delay in providing such notice shall affect a Purchaser Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Holders’ Agent or the Significant Shareholder is materially prejudiced thereby. Such notice must contain a reasonably detailed description of the basis of the claim (to the extent known to Purchaser) and the nature and amount, if then reasonably ascertainable, of such Damages that may be indemnifiable (“Indemnifiable Damages”). The obligations of the Holders’ Agent under this Section with respect to Indemnifiable Damages arising from any Third Party Claim shall be governed by the following additional terms and conditions:
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party involving a Claim for which indemnification is provided, at its option within thirty (30) days of receipt of a Claim Notice, the Indemnifying Party (and if the Indemnifying Party comprises the Company Stockholders, then the Stockholders’ Representative) shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Company Stockholder, the Stockholders’ Representative shall not have the right to defend or direct the defense of any such Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, or (y) seeks an injunction or other equitable relief against the Indemnified Parties. In the event that the Indemnifying Party assumes the defense of any Claim, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at the Indemnified Party’s sole cost and expense, to participate in the defense of any Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof so long as the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party for Losses related to such Proceeding or the settlement or defense thereof. The Stockholders’ Representative and Parent shall cooperate with each other in all reasonable respects in connection with the defense of any Claim, including making available records relating to such Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Claim.
Control of Defense; Conditions. With respect to the defense of any Proceeding against or involving an Indemnified Party involving a claim for which indemnification is provided, at its option within twenty (20) days of receipt of a Claim Notice, the Indemnifying Party may (subject to the relevant maximum dollar limitations with respect to claimed Losses, as applicable, and as reduced by the amount of all other pending claims assuming the full amount of such claims were actually paid to an Indemnified Party), assume the defense of such Proceeding and appoint as lead counsel of such defense a legal counsel of national standing selected by the Indemnifying Party so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Proceeding or the settlement or defense thereof, subject to the applicable limitations set forth in Section 7.2(b).
