Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If either party hereto (the "Indemnitee") receives notice or otherwise obtains knowledge of any Matter or any threatened Matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party within the meaning of this sentence, the limitation set forth in Section 10.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 with respect to such Matter. The Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter with its own counsel reasonably satisfactory to the Indemnitee. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party hereto a Buyer Indemnitee, on the one hand, or a Seller Indemnitee, on the other hand (the "Indemnitee") ), receives notice or otherwise obtains knowledge of any Matter matter or any threatened Matter matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter matter in reasonable detail; provided, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party within the meaning of this sentence, the limitation set forth in Section 10.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 Article 12 with respect to such Mattermatter, except, and only to the extent of, any actual prejudice to the Indemnifying Party resulting from such failure to make timely delivery. The Indemnifying Party shall have the right, at its option, option to assume the defense of any such Matter matter with its own counsel reasonably satisfactory counsel, but only if the Indemnifying Party simultaneously agrees to indemnify the IndemniteeIndemnitee for such matter. If the Indemnifying Party elects to assume the defense of and indemnification for any such Mattermatter, then:

Defense of Third Party Actions. If either party hereto (the "“Indemnitee"”) receives notice or otherwise obtains knowledge of any Matter or any threatened Matter that may give rise to an indemnification claim against the other party hereto (the "“Indemnifying Party"”), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party Sellers within the meaning of this sentence, the limitation limitations set forth in Section 10.4 7.1 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 7 with respect to such Matter. The Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter with its own counsel reasonably satisfactory to the Indemniteecounsel. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party hereto (the "“Indemnitee"”) receives notice or otherwise obtains knowledge of any Matter or any threatened Matter that may give rise to an indemnification claim against the other party hereto (the "“Indemnifying Party"”), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party Seller within the meaning of this sentence, the limitation set forth in Section 10.4 11.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 11 with respect to such Matter. The Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter with its own counsel reasonably satisfactory to the Indemniteecounsel. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party hereto (the "Indemnitee") receives notice or otherwise obtains knowledge of any Matter or any threatened Matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party within the meaning of this sentence, the limitation set forth in Section 10.4 10.3 shall not be taken into account. The timely delivery of such written notice by Delay or failure to so notify the Indemnitee to shall relieve the Indemnifying Party shall be a condition precedent of its obligations to any liability on the part extent, if at all, that it is prejudiced by reason of the Indemnifying Party under this Section 10 with respect to such Matterdelay or failure. The Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter with its own counsel which is reasonably satisfactory to the Indemnitee. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party hereto a Buyer Indemnitee, on the one hand, or a Seller Indemnitee, on the other hand (the "Indemnitee") ), receives notice or otherwise obtains knowledge of any Matter matter or any threatened Matter matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter matter in reasonable detail; provided, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party within the meaning of this sentence, the limitation set forth in Section 10.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 Article 11 with respect to such Mattermatter only to the extent of any prejudice resulting from the failure to provide such notice in a timely manner. The Indemnifying Party shall have the right, at its option, option to assume the defense of any such Matter matter with its own counsel (subject to the condition that, for counsel other than Coolxx Xxxward LLP, such counsel shall be reasonably satisfactory to Buyer), but only if the IndemniteeIndemnifying Party simultaneously agrees in writing to indemnify the Indemnitee for such matter. If the Indemnifying Party elects to assume the defense of and indemnification for any such Mattermatter, then:

Defense of Third Party Actions. If either party hereto (the "“Indemnitee"”) receives notice or otherwise obtains knowledge of any Matter or any threatened Matter that may give rise to an indemnification claim against the other party hereto (the "“Indemnifying Party"”), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party Sellers within the meaning of this sentence, the limitation limitations set forth in Section 10.4 9.1 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 9 with respect to such Matter. The Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter with its own counsel reasonably satisfactory to the Indemniteecounsel. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party hereto Nuvelo, Affymetrix or the Purchaser (the "“Indemnitee"”) receives notice or otherwise obtains knowledge of any Matter or any threatened Matter that may give rise to an indemnification claim against the other another party hereto (the "“Indemnifying Party"”), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter or threatened Matter may give rise to an indemnification claim against the Indemnifying Party Sellers or Nuvelo within the meaning of this sentence, the limitation set forth in Section 10.4 12.5 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 12 with respect to such Matter. The Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter with its own counsel reasonably satisfactory to the Indemniteecounsel. If the Indemnifying Party elects to assume the defense of any such Matter, then:

Defense of Third Party Actions. If either party hereto (the "Indemnitee") receives notice or otherwise obtains knowledge of any Matter Legal Proceeding or any threatened Matter Legal Proceeding that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Matter Legal Proceeding in reasonable detail; provided, however, that for the sole purpose of determining whether a Matter Legal Proceeding or threatened Matter Legal Proceeding may give rise to an indemnification claim against the Indemnifying Party Shareholders within the meaning of this sentence, the limitation set forth in Section 10.4 7.4 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall not be a condition precedent to any liability on the part of the Indemnifying Party under this Section 10 7 with respect to such MatterLegal Proceeding, except to the extent the Indemnifying Party is actually prejudiced. The With the consent of the Indemnified Party, which will not be unreasonably withheld, the Indemnifying Party shall have the right, at its option, to assume the defense of any such Matter Legal Proceeding with its own counsel reasonably satisfactory to the Indemniteecounsel. If the Indemnifying Party elects to assume assumes the defense of any such MatterLegal Proceeding, then: