Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If an Indemnified Party receives notice or otherwise obtains Knowledge of any Claim or any threatened Claim that may give rise to an indemnification claim against an Indemnifying Party, then the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice describing such Claim in reasonable detail. The untimely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall relieve the Indemnifying Party of liability with respect to such Claim to the extent it has been prejudiced by lack of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount. If the Indemnifying Party elects to assume the defense of and indemnification for any such Claim, then:

Defense of Third Party Actions. If an either Purchaser, on the one hand, or the Primary Shareholders, on the other hand (the "Indemnified Party Party") receives notice or otherwise obtains Knowledge knowledge of any Claim or any threatened Claim that may give rise to an indemnification claim against an any Primary Shareholder, on the one hand, or Purchaser, on the other hand (the "Indemnifying Party"), then the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice describing such Claim in reasonable detail. The untimely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall relieve the Indemnifying Party of liability with respect to such Claim claim to the extent it has been prejudiced by lack of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume but only if the defense Indemnifying Party simultaneously agrees to indemnify persons and entities claiming indemnity from the Indemnified Party fully and completely (whether or not, in the case of any Claim unless Primary Shareholder, there are sufficient amounts funds in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of available for such Claim and all other pending Claims against the Escrow Amountpurpose) for such Claim. If the Indemnifying Party elects to assume the defense of and indemnification for any such Claim, then:

Defense of Third Party Actions. If an Indemnified Party receives notice or otherwise obtains Knowledge of any Claim or any threatened Claim that may give rise to an indemnification claim against an Indemnifying Party, then the Indemnified Party shall promptly deliver to the Indemnifying Party a written notice describing such Claim in reasonable detail. The untimely delivery of such written notice by the Indemnified Party to the Indemnifying Party shall relieve the Indemnifying Party of liability with respect to such Claim to the extent it has been prejudiced by lack of timely notice under this Article 11 with respect to such Claim. The Indemnifying Party shall have the right, at its option to assume the defense of any such Claim with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders Shareholder may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount. If the Indemnifying Party elects to assume the defense of and indemnification for any such Claim, then:

Defense of Third Party Actions. If an Indemnified Party either party hereto (the "Indemnitee") receives notice or otherwise obtains Knowledge of any Claim Legal Proceeding or any threatened Claim Legal Proceeding that may give rise to an indemnification claim against an the other party hereto (the "Indemnifying Party"), then the Indemnified Party Indemnitee shall promptly deliver to the Indemnifying Party a written notice describing such Claim Legal Proceeding in reasonable detail; PROVIDED, HOWEVER, that for the sole purpose of determining whether a Legal Proceeding or threatened Legal Proceeding may give rise to an indemnification claim against the Shareholders within the meaning of this sentence, the limitation set forth in Section 7.4 shall not be taken into account. The untimely timely delivery of such written notice by the Indemnified Party Indemnitee to the Indemnifying Party shall relieve not be a condition precedent to any liability on the part of the Indemnifying Party of liability under this Section 7 with respect to such Claim Legal Proceeding, except to the extent it has been prejudiced by lack the Indemnifying Party is actually prejudiced. With the consent of timely notice under this Article 11 with respect to such Claim. The the Indemnitee, which will not be unreasonably withheld, the Indemnifying Party shall have the right, at its option option, to assume the defense of any such Claim Legal Proceeding with its own counsel, reasonably satisfactory to the Indemnified Party, provided that Shareholders may not assume the defense of any Claim unless there are sufficient amounts in the Indemnification Escrow Amount to fully indemnify Purchaser Indemnified Parties against the amount of such Claim and all other pending Claims against the Escrow Amount. If the Indemnifying Party elects to assume assumes the defense of and indemnification for any such ClaimLegal Proceeding, then: